<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 333-17829
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BIKERS DREAM, INC.
(Exact name of Registrant as Specified in its Charter)
California
-----------------------
(State or other jurisdiction of
incorporation or organization)
33-0140149
----------
(IRS Employer Identification Number)
1420 Village Way
Santa Ana, California 92705
(714) 835-8464
--------------
(Address, Including Zip Code, and Telephone Number,
including area code, of Registrant's Principal Executive Offices)
---------------------------------------
Donald J. Duffy, Co-Chief Executive Officer
Bikers Dream, Inc.
1420 Village Way
Santa Ana, California 92705
---------------------------
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent for Service)
Copy to:
Leonard J. McGill, Esq.
Day Campbell & McGill
3070 Bristol, Suite 650
Costa Mesa, California 92626
(714) 429-2900
---------------------------------------
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement comes 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]
================================================================================
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Maximum Proposed Maximum
Title of Securities To Amount To Be Offering Price Aggregate Offering Amount of
Be Registered Registered Per Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,166,669 $3.50(2) $1,225,000(2) $371.22
no par value(2)
Common Stock, 72,597 $1.6875(3) $122,508(3) $37.24
no par value(3)
Common Stock, 350,000 $5.00(4) $1,750,000(4) $530.31
no par value(4)
Common Stock, 3,838,524 $1.703125(5) $6,537,487(5) $1,982.00
no par value
Common Stock, 458,800 $3.15(6) $1,445,200(6) $437.95
no par value(6)
Common Stock, 1,105,000 $1.625(7) $1,795,625(7) $544.13
no par value(7)
Common Stock, 35,000 $3.00(8) $105,000(8) $31.81
no par value(8)
Common Stock, 2,899,624 $1.703125(9) $4,938,422(9) $1,496.50
no par value(9)
Common Stock, 500,000 $2.25(10) $1,125,000(10) $340.91
no par value(10)
Total registration fee $5,772.07
Previously paid $901.53
TOTAL DUE $4,870.54
================================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457.
(2) Shares issuable upon conversion of preferred stock. One share of such
preferred stock is convertible at a maximum conversion price of $2.50
(reduced from $3.50) per share into 70,000 shares (increased from
50,000 shares) of common stock, and is convertible at a minimum
conversion price of $1.50 per share into 166,667 shares of common
stock. The registrant is issuing shares of common stock issuable upon
conversion of seven (7) shares of such preferred stock, which at the
minimum conversion price of $1.50 would convert into a maximum
aggregate of 1,166,669 shares of common stock, but which in all events
will result in a maximum aggregate offering price of $1,225,000.
(3) Holders of preferred stock are entitled to an annual dividend per share
in the amount of the number of shares of common stock equal to the
result obtained by dividing $17,500 by the closing bid price of the
common stock as reported on the date of declaration. For purposes of
this Registration Statement, 72,597 shares of common stock
<PAGE> 3
are being registered as an estimate of the first year's dividend,
calculated on the basis of $17,500 divided by the closing bid price of
$1.6875 as at May 21, 1997, multiplied by seven (being the number of
shares of preferred stock outstanding).
(4) Shares issuable upon the exercise of warrants at an exercise price of
$3.15 per share (reduced from an original exercise price of $5.00 per
share). The registration fee is calculated based on the former $5.00
per share exercise price.
(5) Based on the average of the bid and asked prices for the Common Stock
on May 21, 1997, as reported by the NASD Electronic Bulletin Board.
(6) Shares issuable upon exercise of warrants at an exercise price of $1.50
(reduced from an original exercise price of $3.15).
(7) Shares issuable upon exercise of warrants at an exercise price of
$1.625.
(8) Shares issuable upon exercise of warrants at an exercise price of
$3.00.
(9) Shares, including shares issuable upon exercise of options, previously
registered on Registration Statements on Form SB-2 (File Nos. 333-06331
and 033-92294) and included herein pursuant to Rule 429.
(10) Shares issuable upon exercise of options at an exercise price of $2.25.
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.
iii
<PAGE> 4
SUBJECT TO COMPLETION
Dated May ___, 1997
10,426,214 Shares of Common Stock
BIKERS DREAM
This Prospectus relates to 10,426,214 shares of Common Stock ("Common
Stock") of Bikers Dream, Inc., a California corporation (the "Company" or
"Bikers Dream"), heretofore issued, or issuable upon the conversion of
convertible preferred stock or upon exercise of warrants, to the persons listed
as the Selling Shareholders. Such shares of Common Stock are being offered for
the respective accounts of the Selling Shareholders, and will be sold from time
to time by the Selling Shareholders on the over-the-counter market at their
prevailing prices, or in negotiated transactions. The Company will receive no
proceeds from the sale of such shares of Common Stock by the Selling
Shareholders. The expenses of preparing and filing the Registration Statement of
which this Prospectus forms a part are being paid by the Company.
------------------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS."
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
The shares offered hereby were or will be acquired by the Selling
Shareholders from the Company upon the conversion of convertible preferred stock
or exercise of warrants, and are "restricted securities" under the Securities
Act of 1933, as amended (the "Act"). This Prospectus has been prepared for the
purpose of registering the shares under the Act to allow for future sales by the
Selling Shareholders to the public without restriction. To the knowledge of the
Company, the Selling Shareholders have made no arrangement with any brokerage
firm for the sale of the shares. The Selling Shareholders may be deemed to be
"underwriters" within the meaning of the Act. Any commissions received by a
broker or dealer in connection with resales of the shares may be deemed to be
underwriting commissions or discounts under the Act. See "Plan of Distribution."
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.
-------------------------------------
The date of this Prospectus is May ___, 1997.
<PAGE> 5
The Company's Common Stock is traded on the National Association of
Securities Dealers Electronic Bulletin Board ("NASD Electronic Bulletin Board")
under the symbol BIKR. On May 21, 1997, the last reported bid price for such
shares, as reported by the NASD Electronic Bulletin Board, was $1.6875 per share
and the last reported ask price was $1.71875.
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Shareholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained or incorporated
by reference herein is correct as of any time subsequent to its 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 and other information with the Securities and
Exchange Commission. Reports, proxy statements and other information filed by
the Company with the Securities and Exchange Commission may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: 75 Park Place, New York, New York 10007; and the
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621; and copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W. Judiciary Plaza, Washington,
D.C. 20549 at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and informational statements electronically filed with
the Commission. The address of such site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Securities and Exchange Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;
(b) The Company's Current Report on Form 8-K filed January 7,
1997;
(c) The Company's Current Report on Form 8-K filed February 14,
1997;
(d) The Company's Current Report on Form 8-K/A filed April 15,
1997;
(e) The Company's Quarterly Report on Form 10-QSB filed May 20,
1997; and
(f) The description of the Company's Common Stock contained in the
Registration Statement filed pursuant to Section 12 of the Exchange Act,
together with all amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the Offering of Common Stock offered hereby shall be deemed
to be
2
<PAGE> 6
incorporated by reference into this Prospectus and to be part hereof 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 other subsequently filed document which
also is incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been incorporated into this Prospectus by
reference (other than exhibits to such documents). Requests for such copies
should be directed to Donald J. Duffy, co-Chief Executive Officer, Bikers Dream,
Inc., 1420 Village Way, Santa Ana, California 92705 (Telephone:(714) 835-8464).
THE COMPANY
The Company sells and services used Harley-Davidson motorcycles and
sells aftermarket parts and accessories for Harley-Davidson motorcycles. In
addition, the Company , through its wholly owned subsidiary, Ultra Acquisition
Corporation, a Nevada corporation ("UAC"), purchased from Mull Acres
Investments, Inc. ("Mull Acres") certain assets, including equipment and
inventory, of Mull Acres' Ultra Kustom Cycles and Ultra Kustom Parts divisions
that had been used in connection with the manufacture, distribution and sale of
motorcycles and motorcycle parts and accessories.
The Company, which was formerly known as HDL Communications, was
incorporated in California in October, 1985. The Company was engaged in the
publishing business until June, 1989, when it discontinued operations. The
Company remained inactive until March 13, 1995 when it acquired Bikers Dream,
Inc., a California corporation engaged in sales and service of used
Harley-Davidson motorcycles and in retail sales of aftermarket accessories and
parts for Harley-Davidson motorcycles. Prior to its acquisition of Bikers Dream,
Inc., the Company effected a 1 for 1,363.341473 reverse split of its outstanding
Common Stock. After the acquisition, Bikers Dream, Inc. was merged into HDL
Communications and HDL Communications changed its name to Bikers Dream, Inc. For
accounting purposes, Bikers Dream is considered to be the acquiror of HDL
Communications.
The Company's principal executive offices are located at 1420 Village
Way, Santa Ana, California 92705, and its telephone number is (714) 835-8464.
RISK FACTORS
In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered by this Prospectus. An
investment in the Common Stock offered hereby is speculative in nature and
involves a high degree of risk.
LIMITED OPERATING HISTORY; OPERATING LOSSES
Bikers Dream commenced its operations in July, 1990 and has increased
the size and scope of operations significantly in 1995 and 1996. In addition,
the Company has only recently entered the business of manufacturing motorcycles
and motorcycle parts and accessories. Accordingly, the Company has a limited
operating history. Bikers Dream had losses, before provision for income taxes,
of $16,211 , $2,287,967 and $4,029,368 for its fiscal years ended December 31,
1994, 1995 and 1996, respectively. In addition, since the Company has recently
begun to devote resources to the business of distributing new motorcycles
manufactured by its own UAC subsidiary, a business in which the Company was not
previously engaged, the Company is entering a line of business in which it
previously has not had any experience.
3
<PAGE> 7
Accordingly, there is no assurance that Bikers Dream will be profitable in
fiscal 1997 or thereafter.
COMPETITION
The market in which the Company competes is highly competitive. The
main source of competition for Bikers Dream's original business emphasizing
sales and servicing of used Harley-Davidsons and sales of aftermarket parts and
accessories for Harley-Davidsons is the licensed Harley-Davidson motorcycle
dealer network, which primarily sells new Harley-Davidson motorcycles,
accessories and parts and provides repair/maintenance service on all
Harley-Davidson models. The Company believes that most of the licensed
Harley-Davidson dealers do not emphasize the sale of used Harley-Davidson
motorcycles or sell aftermarket accessories and apparel. In the event, however,
that the sale of new motorcycles manufactured by UAC becomes a more significant
part of the Company's business activities, such competition with dealers selling
new Harley-Davidson motorcycles will be intensified. In addition, there are a
substantial number of motorcycle shops which provide aftermarket parts, services
and accessories to Harley-Davidson motorcycle owners. The Company believes that
most of the aftermarket motorcycle shops are small, privately owned businesses
with limited facilities, capital and other resources. The Company knows of only
one organization which is attempting to compete with the Harley-Davidson dealer
network on a national basis. This organization emphasizes apparel, and does not
offer the broad line of parts and accessories offered by the Company. There can
be no assurance, however, that current competitors will not expand their
facilities and operations or that new competitors with substantial capital and
other resources will not enter the market. The Company's UAC subsidiary will
compete in the business of manufacturing new motorcycles with Harley-Davidson,
and with several other foreign and domestic motorcycle manufacturers, such as
Honda, Big Dog and Triumph, many of which have greater experience and
substantially greater financial resources than the Company or UAC. In addition,
there can be no assurance that other motorcycle and parts manufacturers will not
enter the market.
DEPENDENCE ON MANAGEMENT; CO-CHIEF EXECUTIVE OFFICERS
The Company depends on members of senior management as well as on its
ability to attract, retain and motivate additional qualified personnel. The
competition for such personnel is intense, and the loss of the services of one
or more of these key employees could have a material adverse effect on the
Company. There can be no assurance that the Company will be successful in
retaining its existing key employees or in attracting and retaining any
additional personnel it requires. The Company presently is managed principally
by two co-Chief Executive Officers, one of whom is also serving as Chief
Financial Officer, but neither of whom serves on a full-time basis, and each of
whom has other business interests.
DEPENDENCE ON CONTINUED POPULARITY OF HARLEY-DAVIDSON MOTORCYCLES
The success of the Company's original business is directly related to
the popularity of Harley-Davidson motorcycles and the success of the Company's
motorcycle manufacturing business is related to the continuing popularity of
motorcycling as a recreational activity. There can be no assurance that the
current popularity of Harley-Davidson motorcycles , or of motorcycling
generally, and in particular their continued popularity among wealthy urban
professionals with high levels of disposable income, will continue.
LICENSES AND PERMITS
As a result of the Company's recent purchase, through UAC, of assets of
Mull Acres' Ultra Kustom Cycles and Ultra Kustom Parts divisions, the Company or
UAC is required to obtain certain licenses and permits. As at the date of this
Prospectus all of such licenses and permits had been applied for, but not all
had been issued. Failure to obtain necessary licenses or permits could have a
material adverse effect on the business of the Company. In addition, while the
Company does not believe that its current business operations are in violation
of material laws and regulations, there can be no assurance that appropriate
regulatory bodies will not take the contrary position in light of the delays
that the Company and UAC have encountered in endeavoring to secure appropriate
licenses and permits.
CONTROL BY DIRECTORS
4
<PAGE> 8
The Company's directors , directly or through affiliates, own an
aggregate of 1,709,037 shares of Common Stock (including 1,028,730 shares
issuable upon the exercise of options or warrants). Accordingly, the existing
directors will be able to exert significant control over the policy and affairs
of the Company, including the election of directors. In addition, Rowland W. Day
II has the right for a period of three years after March 13, 1995, to designate
two of the members of the Company's Board of Directors, one of whom may be Mr.
Day.
MANAGEMENT OF GROWTH
The Company's continued growth depends in part upon its ability to
expand into new geographic areas, through the opening of new Superstores. There
can be no assurance that the Company will be successful in such expansion. The
Company's current expansion plans including its plans to enter into the business
of distributing new motorcycles manufactured by UAC, could continue to place a
significant strain on the Company's management, working capital and financial
and management control systems. The Company's results of operations will be
adversely affected if revenues do not increase sufficiently to compensate for
the increase in operating expenses resulting from any expansion and there can be
no assurance that any expansion will be profitable or that it will not adversely
affect the Company's results of operations. In addition, the success of any
expansion plans will depend in part upon the Company's ability to continue to
improve and expand financial and management control systems, to attract, retain
and motivate key employees, and to raise additional capital. There can be no
assurance that the Company will be successful in these regards.
ADDITIONAL CAPITAL REQUIREMENTS; GOING CONCERN
The Company will require substantial additional capital to implement
its expansion plan and to support future growth. Any additional equity financing
may be dilutive to shareholders, and debt financing may impose substantial
restrictions on the Company's ability to operate and raise additional funds.
There can be no assurance that additional capital will be available or that, if
available, such capital will be on satisfactory terms.
The Company's independent accountant has issued an opinion in
connection with its audit of the financial results of fiscal year ended December
31, 1996, indicating that, in view of recurring losses from operations and the
uncertainty of the ability of the Company to raise additional funds and
ultimately achieve positive operating cash flows, substantial doubt exists as to
the Company's ability to continue as a going concern. Although Management is
continuing efforts to raise additional capital and implement profit enhancement
policies, there can be no assurance that its efforts in these respects will be
successful.
5
<PAGE> 9
ABSENCE OF DIVIDENDS
The Company has not paid any cash dividends on its Common Stock since
its organization, and it is not anticipated that any cash dividends will be paid
in the foreseeable future.
LIMITED PUBLIC MARKET FOR SECURITIES OF THE COMPANY.
6
<PAGE> 10
Although the Company's Common Stock is listed on the NASD Electronic
Bulletin Board, to date there has been only an extremely limited and sporadic
trading market for the Common Stock.
RISK OF LOW-PRICED SECURITIES
Trading of the Company's Common Stock is conducted on the NASD
Electronic Bulletin Board. Accordingly, investors could find it difficult to
dispose of, or to obtain accurate quotations as to the price of, the Company's
securities. In addition, the Common Stock is subject to Rules 15g1-15g6
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") that
imposes additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally, a person with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with his or her spouse). For
transactions covered by this rule, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and may
affect the ability of investors to sell their securities in the secondary
market.
The Commission has also adopted regulations which define a "penny
stock" to be any equity security that has a market price (as defined) of less
than $5.00 per share or an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless
exempt, the regulations require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. The broker-dealer must also disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
The Company's Common Stock, as of the date of this Prospectus, is
within the definitional scope of a penny stock. As a result, the regulations on
penny stocks could limit the ability of broker/dealers to sell the Company's
securities and thus the ability of purchasers of the Company's securities to
sell their securities in the secondary market.
OUTSTANDING OPTIONS
As of the date of this Prospectus, the Company had granted options to
purchase 4,589,700 shares of Common Stock at prices ranging from $1.00 to $3.00
per share. Under the terms of the options, the holders are given the opportunity
to profit from a rise in the market price of the Common Stock, and their
exercise may dilute the book value per share of the Common Stock. The existence
of the options may adversely affect the terms on which the Company may obtain
additional equity financing since the holders are likely to exercise their
options at a time when the Company would otherwise be able to obtain needed
capital on terms more favorable to the Company than could be obtained through
the exercise of such options.
RULE 144 SALES
While many of the shares of the Company's Common Stock presently
outstanding are "restricted securities" as that term is defined by Rule 144
promulgated under the Securities Act of 1933 (the
7
<PAGE> 11
"Act"), and in the future may be sold only in compliance with Rule 144 or
pursuant to registration under the Securities Act or pursuant to another
exemption therefrom, many of such shares are, as of the date of this Prospectus,
registered for resale on the Form S-3 registration statement of which this
Prospectus forms a part. For so long as such registration statement is current
and effective, the shares owned by the selling shareholders and offered hereby
may be sold without regard to the volume limitations, described below, set forth
in Rule 144. Of the restricted shares not covered by a currently effective
registration statement, all are currently eligible for sale under Rule 144.
Generally, under Rule 144, each person having held restricted securities for a
period of one year may, every three months, sell in ordinary brokerage
transactions an amount of shares which does not exceed the greater of one
percent (1%) of the Company's then outstanding shares of Common Stock, or the
average weekly volume of trading of such shares of Common Stock as reported
during the preceding four calendar weeks. A person who has not been an affiliate
of the Company for at least the three months immediately preceding the sale and
who has beneficially owned shares of the Common Stock for at least two years is
entitled to sell such shares under Rule 144 without regard to any of the
limitations described above. Actual sales, or the prospect of sales by the
present shareholders of the Company or by future holders of restricted
securities under Rule 144, or otherwise, may, in the future, have a depressive
effect upon the price of the Company's shares of Common Stock in any market that
may develop therefor, and also could render difficult sales of the Company's
securities purchased by investors herein.
PLAN OF DISTRIBUTION
The shares being offered hereby will be offered and sold by the Selling
Shareholders for their own accounts. The Company will not receive any of the
proceeds from the sale of the shares pursuant to this Prospectus. The Company
has agreed to bear the expenses of the registration of the shares, including
legal and accounting fees, and such expenses are estimated to be $50,000.
The Selling Shareholders may offer and sell the Shares from time to
time in transactions in the over- the-counter market or in negotiated
transactions, at market prices prevailing at the time of sale or at negotiated
prices. The Selling Shareholders have advised the Company that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their Shares, nor is there
an underwriter or coordinating broker acting in connection with the proposed
sale of Shares by the Selling Shareholders. Sales may be made directly or to or
through broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
Shares for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions).
The Selling Shareholders and any broker-dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Act, and any commissions received by them
and any profit realized by them on the resale of Shares as principals may be
deemed underwriting compensation under the Act.
The Company has informed the Selling Shareholders that the
anti-manipulative Rule 102 of Regulation M under the Exchange Act may apply to
their sales in the market and has furnished each Selling Shareholder with a copy
of such Rule and has informed them of the need for delivery of copies of this
Prospectus.
Selling Shareholders may also use Rule 144 under the Act to sell the
Shares if they meet the criteria and conform to the requirements of such Rule.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Selling Shareholders. Except as set forth below, none of the Selling
Shareholders is currently an affiliate of the Company, and none of them has had
a material relationship with the Company during the past three years.
8
<PAGE> 12
<TABLE>
<CAPTION>
Maximum Beneficial Ownership
Beneficial Ownership Number of Shares of and Percentage of
Name of Selling Shareholder of Common Stock at Common Stock Offered Common Stock After
March 31, 1997(1) for Sale(1) Giving Effect to
Proposed Sale(2)
Number Percent
------ -------
<S> <C> <C> <C> <C>
Castle Rock Partners 117,647 117,647 0 0
CLFS Equities Ltd. 15,000 15,000 0 0
Nicholas Du Biago 7,352 7,352 0 0
Dick Galley 25,882 25,882 0 0
Joseph Malvasio 29,411 29,411 0 0
William McElroy, Jr 23,529 23,529 0 0
Mountain Investments 14,705 14,705 0 0
Saugathuck Partners 38,823 38,823 0 0
George Van Brunt 7,352 7,352 0 0
Richard E. King, Jr.(3) 52,500 47,500 5,000 *
Donald J. Duffy (4) 478,254 127,500 0 0
Humbert B. Powell, III (5) 50,000 50,000 0 0
Dennis W. Campbell(6) 50,000 50,000 0 0
Dennis Campbell,(6) 927,990 245,799 682,191 7.8%
Trustee of the Dennis
Campbell Revocable Trust
Gresher Living Trust(7) 270,632 270,632 0 0
William R. Gresher(7) 110,000 110,000 0 0
Kemper Clearing Corp.(7) 60,000 60,000 0 0
FBO William R. Gresher IRA
Rowland W. Day, II (8) 304,000 50,000 254,000 2.9%
Day Family Trust(8) 650,516 650,516 0 3.9%
Rowland W. Day II IRA(8) 266,667 266,667 0 0
Caldwell R. Campbell 164,991 125,505 39,486 *
Eric C.S. Meyer(9) 108,462 108,462 0 0
Eric and Mary Ellen Meyer(9) 5,000 5,000 0 0
Rowland W. Day, Sr.(10) 50,000 50,000 0 0
Sue and Larry Peschke 5,000 5,000 0 0
</TABLE>
9
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
Stanton F. Weissenborn 12,500 12,500 0 0
Charles T. Young 25,000 25,000 0 0
Warren Weiner 25,000 25,000 0 0
Paul A. Minor, Jr 18,382 18,382 0 0
Paul A Minor, Jr. & 37,500 37,500 0 0
Howard Tuthill, Trustees
for Estate of Wm. R. McElroy
Dennis Paul Tanico IRA 37,500 37,500 0 0
James Coleman 2,500 2,500 0 0
Victoria Dauphinot 2,500 2,500 0 0
Timothy C. Davis 5,000 5,000 0 0
Martin D. Fife 5,000 5,000 0 0
William J. Fusco 5,000 5,000 0 0
Michael Green 5,000 5,000 0 0
Thomas P. Kikis 12,500 12,500 0 0
Glenn T. Marcin 20,000 20,000 0 0
William J. Marshall 7,500 7,500 0 0
Douglas L. Mason 7,500 7,500 0 0
Boyce Meyer 64,705 64,705 0 0
Mimi Vail 2,500 2,500 0 0
Wavemark Partners, L.P. 25,000 25,000 0 0
Meyer Duffy & Associates, 80,000 80,000 0 0
Inc.(11)
JDN Partners, L.P. 227,038 227,038 0 0
Bull Dog Capital Partners, L.P. 454,076 454,076 0 0
Elizabeth M. Custer, TTEE FBO 227,038 227,038 0 0
William M. Custer
Merchant Enterprises, Ltd. 227,038 227,038 0 0
Habiba Rebecca Sassoon 227,038 227,038 0 0
Tonga Partners 227,038 227,038 0 0
William Whalen 204,411 204,411 0 0
</TABLE>
10
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
William and Mary Whalen 37,500 37,500 0 0
David Whalen 37,500 37,500 0 0
Mary Whalen 75,000 75,000 0 0
PVII, L.P. (12) 558,500 558,500 0 0
The Seedling Fund 229,529 143,000 86,529 *
MD Strategic L.P. (13) 899,047 603,400 295,647 3.4%
Dr. Peter Kapsimalis 60,000 60,000 0 0
Marshall Manley 100,000 100,000 0 0
Richard L. Freundlich 15,000 15,000 0 0
William James Bell 351,468 351,468 0 0
Private Equity Investors Group 35,000 35,000 0 0
H. Stephen Hostetler 5,000 5,000 0 0
Leon Jankowski 50,000 50,000 0 0
Pat Murphy 5,000 5,000 0 0
Kerry Howell 50,000 50,000 0 0
William Carson 50,000 50,000 0 0
Robert Lavinia 75,882 75,882 0 0
Ruth Lavinia 25,000 25,000 0 0
Impley Investments 25,000 25,000 0 0
Don O'Neil 50,000 50,000 0 0
ADMN Associates 150,000 150,000 0 0
Star Partners 125,000 125,000 0 0
Leonard J. McGill 17,084 7,084 10,000 *
Allesandro Parravicini(14) 250,000 250,000 0 0
Marco Trischitta(15) 250,000 250,000 0 0
Mull Acres Investments, 2,500,000 2,500,000 0 0
Inc.(16)
Bruce Barren 17,000 17,000 0 0
Michael Schwartz 13,334 13,334 0 0
Westlake Professional 65,000 65,000 0 0
Center Partnership
</TABLE>
- ------------------------------
* Less than 1%.
11
<PAGE> 15
(1) Includes shares of Common Stock which may be acquired through the
conversion of convertible preferred stock , as follows: JDN Partners,
L.P. (10,371), Bull Dog Capital Partners, L.P. (20,742), Elizabeth M.
Custer TTEE FBO William M. Custer (10,371), Merchant Enterprises, Ltd.
(10,371), Habiba Rebecca Sassoon (10,371), Tonga Partners (10,371).
Includes shares of Common Stock issuable upon exercise of warrants, as
follows: JDN Partners, L.P. (50,000), Bull Dog Capital Partners, L.P.
(100,000), Elizabeth M. Custer TTEE FBO William M. Custer (50,000),
Merchant Enterprises, Ltd. (50,000), Habiba Rebecca Sassoon (50,000),
Tonga Partners (50,000), William and Mary Whalen (12,500), David Whalen
(12,500), Mary Whalen (25,000), PVII, L.P. (319,500), The Seedling Fund
(71,500), MD Strategic L.P. (317,800), Dr. Peter Kapsimalis (20,000),
Marshall Manley (25,000), Richard L. Freundlich (5,000), William Bell
(25,000), M.J. Segal & Co. (35,000), Leon Jankowski (50,000), William
Whalen (150,000), Pat Murphy (5,000), Kerry Howell (50,000), William
Carson (50,000), Robert Lavinia (50,000), Ruth Lavinia (25,000), Impley
Investments (25,000), Don O'Neil (50,000), ADMN Associates (150,000),
Star Partners (125,000). Includes shares of Common Stock issuable upon
exercise of certain options as follows: Richard King (37,500); Rowland
W. Day II (50,000); Rowland W. Day II IRA (200,000); Day Family Trust
(180,000); Rowland W. Day Sr. (50,000); Eric Meyer (10,000); Donald J.
Duffy (60,000); Caldwell R. Campbell (100,000); Meyer Duffy &
Associates (80,000); Humbert Powell (50,000); Allesandro Parravicini
(250,000); Marco Trischitta (250,000); Dennis Campbell (50,000); Bruce
Barren (17,000); William Gresher (110,000); Mull Acres Investments,
Inc. (2,500,000); Michael Schwartz (13,334). Includes shares that may
be issuable as dividends on Preferred Stock as follows: JDN Partners,
L.P. (10,371), Bull Dog Capital Partners, L.P. (20,742), Elizabeth M.
Custer TTEE FBO William M. Custer (10,371), Merchant Enterprises, Ltd.
(10,371), Habiba Rebecca Sassoon (10,371), Tonga Partners (10,371).
(2) Assumes the sale of all shares covered by this Prospectus. There can be
no assurance that any of the Selling Shareholders will sell any or all
of the shares of Common Stock offered by them hereunder.
(3) Mr. King is a former officer and director of the Company.
(4) Mr. Duffy is Co-Chief Executive Officer and a director of the Company.
Shares beneficially owned by Mr. Duffy include 265,000 shares issuable
upon exercise of options held by Mr. Duffy that are exercisable within
60 days, 23,900 of the shares owned by PV II, L.P., an investment
partnership of which Mr. Duffy is one of two general partners, and 58,
124 of the shares owned by M.D. Strategic L.P., an investment
partnership of which Mr. Duffy is one of two general partners, which
number of shares represents Mr. Duffy's pecuniary interest in the total
number of shares owned by each such partnership. Also includes 40,000
of the shares issuable upon exercise of options held by Meyer Duffy &
Associates, 31,950 of the shares issuable upon exercise of warrants
held by PV II, L.P. and 31,780 of the shares issuable upon exercise of
warrants held by MD Strategic L.P., which number of shares represents
Mr. Duffy's pecuniary interest in the total number of shares issuable
upon exercise of options held by Meyer Duffy & Associates and warrants
held by each such partnership.
(5) Mr. Powell is a director of the Company. Shares beneficially owned by
Mr. Powell include 15,000 shares issuable upon exercise of an option
held by Mr. Powell that is exercisable within 60 days.
(6) Mr. Campbell is a former officer and director of the Company.
(7) Mr. Gresher is a former officer and director of the Company.
(8) Mr. Day is Co-Chief Executive Officer and a director of the Company.
Shares beneficially owned by Mr. Day includes 225,000 shares issuable
upon exercise of options held by Mr. Day that are exercisable within 60
days; shares beneficially owned by the Day Family Trust, of which Mr.
Day is a co-trustee, includes 180,000 shares issuable upon exercise of
an option held by the Day Family Trust that is exercisable within 60
days; shares beneficially owned by Rowland W. Day II IRA includes
200,000 shares issuable upon exercise of an option held by Rowland W.
Day II IRA that is exercisable within 60 days.
12
<PAGE> 16
(9) Mr. Meyer is a former officer and director of the Company.
(10) Mr. Day Sr. is the father of Rowland W. Day II, the Co-Chief Executive
Officer and a director of the Company. Shares beneficially owned by Mr.
Day Sr. includes 50,000 shares issuable upon exercise of an option held
by Mr. Day Sr. that is exercisable within 60 days.
(11) Donald J. Duffy, the Co-Chief Executive Officer and a director of the
Company, is a partner of Meyer Duffy & Associates, which has provided
management consulting, financial advisory and investment banking
services to the Company. Shares beneficially owned by Meyer Duffy &
Associates includes 80,000 shares issuable upon exercise of an option
held by Meyer Duffy & Associates that is exercisable within 60 days.
(12) PV II, LP is an investment partnership of which Mr. Donald J. Duffy,
Co-Chief Executive Officer and a director of the Company, is one of two
general partners. Shares beneficially owned by PV II, L.P. include
319,500 shares issuable upon the exercise of warrants held by PV II,
L.P. that are exercisable within 60 days.
(13) MD Strategic L.P. is an investment partnership of which Mr. Donald J.
Duffy, Co-Chief Executive Officer and a director of the Company, is one
of two general partners. Shares beneficially owned by MD Strategic L.P.
include 317,800 shares issuable upon the exercise of warrants held by
MD Strategic L.P. that are exercisable within 60 days.
(14) Includes 250,000 shares issuable upon exercise of an option granted to
Mr. Parravicini. The option is exercisable at any time prior to
December 31, 1997, provided that at the time of exercise, the bid price
of the Company's Common Stock as reported by the principal market on
which such Common Stock is then traded is at least $3.50 per share.
(15) Includes 250,000 shares issuable upon exercise of an option granted to
Mr. Trischitta. The option is exercisable at any time prior to December
31, 1997, provided that at the time of exercise, the bid price of the
Company's Common Stock as reported by the principal market on which
such Common Stock is then traded is at least $3.50 per share.
(16) Includes 2,500,000 shares issuable upon the exercise of an option
granted by the Company in connection with its acquisition, through UAC,
of the Ultra Kustom Cycles and Ultra Kustom Parts division of Mull
Acres Investments, Inc. on January 30, 1997. The option is exercisable
at any time between August 31, 1997 ( or earlier with the Company's
consent) and September 30, 1998. Mull Acres Investments, Inc. has
agreed not to sell any shares acquired upon exercise of the option
prior to September 30, 1998 without the prior consent of the Company.
DESCRIPTION OF CERTAIN SECURITIES
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
25,000,000 shares of Common Stock without par value, of which approximately
8,748,680 shares were outstanding as of March 31, 1997. The shares are fully
paid and not subject to future calls or assessments.
Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the shareholders and, upon the giving of
notice as required by law, are entitled to cumulate their votes in the election
of directors. Holders of shares of Common Stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
shares of Common Stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of Common Stock have no preemptive
or other subscription rights, and there are no conversion rights or redemption
or sinking fund provisions with respect to such shares.
13
<PAGE> 17
PREFERRED STOCK
In September, 1996, the Company issued seven (7) units (the "Units"),
each Unit consisting of one share of preferred stock (the "Preferred Stock") and
warrants to purchase 50,000 shares of Common Stock (which warrants are
designated "Series D Warrants," and are described below). Neither the Preferred
Stock nor the warrants are being registered pursuant to the registration
statement of which this Prospectus forms a part, but shares of Common Stock
issuable upon conversion of such Preferred Stock or upon exercise of such
warrants are being so registered. Each share of Preferred Stock is convertible
into 70,000 shares (increased from 50,000 shares) of the Company's Common Stock
at the initial conversion price of $2.50 per share at any time after the
effective date of this Prospectus. In addition, holders of Preferred Stock are
entitled to an annual divided per share of Preferred Stock in the amount of the
number of shares of Common Stock equal to the result obtained by dividing
$17,500 by the closing bid price of the Common Stock as reported on the date of
declaration .
The Company may call for conversion any time after the date hereof
if (a) the average closing price of the Common Stock is $5.00 per share or more
for ten (10) consecutive trading days, or (b) any time after June 3, 1999,
whichever occurs first, provided that the Company shall have given written
notice to holders within ten (10) business days of its intention to call for
conversion.
If a holder of the Preferred Stock exercises its conversion privilege,
the conversion price shall be adjusted to an amount equal to 75% of the greater
of (a) the average of the closing bid price for the Common Stock for the ten
(10) trading days immediately prior to receipt of notice by the Company to
convert, or (b) the closing bid price on the day immediately preceding receipt
of notice by the Company to convert, but in no event shall the conversion price
be less than $1.50 per share (i.e., one (1) share of the Preferred Stock is
convertible into a maximum of 116,667 shares of Common Stock) or more than $2.50
per share. If the adjusted conversion price is less than $2.50 per share, the
Preferred Stock shall be convertible into a correspondingly greater number of
shares up to a maximum of 116,667 shares.
14
<PAGE> 18
WARRANTS
None of the warrants described below are being registered, but the
shares issuable upon exercise of such warrants are being registered, on the
Registration Statement of which this Prospectus forms a part.
Series D Warrants: The warrants consisting part of the Units were
issued to the holders of the Preferred Stock following issuance of the Preferred
Stock and upon amendment of certain of the original terms of the Units. The
Warrants expire on February 5, 2000. The warrants were originally exercisable at
$5.00 per share, but the exercise price was reduced to $3.15 per share, and the
exercise price may be further reduced at the option of the Board. Each warrant
is redeemable at the option of the Company at a redemption price of $3.15 per
warrant (formerly $5.00 per warrant) provided the average of the bid and ask
prices for the Common Stock equals or exceeds $5.00 (formerly $7.50) for ten
(10) consecutive trading days. The Company must provide prior notice of the
intent to redeem the warrants.
Finders Fee Warrants: Warrants to purchase 35,000 shares of the
Company's Common Stock were issued to Private Investors Equity Group in payment
of a finders fee in connection with the sale of the Units. The warrants are
exercisable at a price of $3.00 per share at any time prior to June 3, 1999.
Series B Warrants: In connection with sales by the Company in
September, 1996, of units comprised of two shares of Common Stock, one Series A
Warrant (since expired) and one Series B Warrant, pursuant to Regulation D under
the Act the Company issued an aggregate of 917,600 shares of Common Stock (which
have been registered pursuant to the Registration Statement of which this
Prospectus forms a part) and Series B Warrants to purchase an aggregate of
458,800 shares of Common Stock, at an exercise price of $1.50 per share (reduced
by the Board from the original exercise price of $3.15 per share) until May 31,
1997 (extended by the Board from the original expiration date of March 31,
1997).
Series C Warrants: In January, 1997, the Company issued an aggregate of
$2,210,000 principal amount of promissory notes (the "Notes") bearing interest
at the rate of 12%. Principal and interest on the Notes are due on January 31,
1998. In connection with the issuance of Notes, the Company issued warrants
exercisable at a price of $1.625 per share at any time prior to January 31, 2002
to acquire an aggregate of shares of Common Stock.
15
<PAGE> 19
REGISTRAR AND TRANSFER AGENT
The Registrar and Transfer Agent for the Company's Common Stock is
American Securities Transfer, 1825 Lawrence Street, Suite 444, Denver, Colorado
80202.
EXPERTS
The audited financial statements of the Company for the year ended
December 31, 1995 appearing in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and the audited financial statements of the Company for
the year ended December 31, 1996, appearing in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996, have been audited by Singer
Lewak Greenbaum & Goldstein LLP. The information as set forth in their reports
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firms as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the legality of the securities
offered hereby will be passed upon for the Company by Day Campbell & McGill,
3070 Bristol, Suite 650, Costa Mesa, California 92626. Rowland W. Day II, a
partner in the firm, beneficially owns 1,215,783 shares of Common Stock
(including 630,000 shares issuable upon exercise of options), and partners in
the firm other than Mr. Day own in the aggregate 177,475 shares of the Company's
Common Stock (including 100,000 shares issuable upon exercise of options).
Rowland W. Day, II, is a director of the Company, and is also acting on an
interim basis as Co-Chief Executive Officer.
16
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the distribution of the securities
being registered (estimated except for the registration fee), all of which will
be borne by the Registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee $ 5,772
Legal Fees and Expenses $ 20,000
Accounting Fees $ 20,000
Miscellaneous Expenses $ 4,228
--------
Total $ 50,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
The liability of the Registrant's controlling person, officers or
directors is or may be affected in such capacity by the following:
Section 317 of the California General Corporation Law makes provision
for the indemnification of officers and directors in terms sufficiently broad to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The Amended and Restated Articles of Incorporation of
the Registrant authorize the Registrant to provide indemnification of its
officers, directors and agents for breach of duty to the Registrant and its
shareholders through bylaw provisions or indemnification agreements, or both, in
excess of the indemnification otherwise permitted by California law, subject to
certain limitations.
The Registrant's Bylaws provide for the indemnification of its officers
and directors to the fullest extent permitted by law. In addition, the
Registrant currently maintains directors' and officers' liability insurance and
has entered into indemnification agreements with its directors and certain of
its officers.
In addition, as permitted by Section 204(a)(10) of the California
General Corporation Law, the Amended and Restated Articles of Incorporation of
the Registrant provide that the liability of a director of the Registrant for
monetary damages shall be eliminated to the fullest extent permissible under
California law. However, as provided by California law, such limitation of
liability will not act to limit the liability of a director for (i) acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interest of the Registrant or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any transaction from
which a director derived an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Registrant or its shareholders, (v) acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders, (vi)
any improper transactions between a director and the Registrant in which the
director has a material financial interest or (vii) any unlawful distributions
to the shareholders of the Registrant or any unlawful loan of money or property
to, or a guarantee of the obligation of, any director of officer of the
Registrant.
17
<PAGE> 21
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C> <C>
3.1* - Articles of Incorporation of the Company
3.2* - Certificate of Amendment to Articles of Incorporation
3.3* - Amended and Restated Bylaws of the Company
5 - Opinion of Day Campbell & McGill as to the legality of the shares of
Common Stock registered hereunder.
23.1 - Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 - Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.3 - Consent of Day Campbell & McGill (included in Exhibit Number 5).
</TABLE>
- ------------------------------------
* Filed as an exhibit to the Company's Registration Statement on Form SB-2 filed
with the Commission May 31, 1995 (Registration No.33-92294) and Amendment No. 1
thereto filed with the Commission on October 16, 1995.
Item 17. Undertakings.
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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities (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) 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.
(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 (1)(i) and (1)(ii) shall 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 this Registration Statement.
18
<PAGE> 22
(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) 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 that time shall be deemed to be the initial bona fide offering thereof.
(5) 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 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.
19
<PAGE> 23
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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Ana, State of California, on May 22, 1997.
BIKERS DREAM, INC.
Registrant
By: /s/ Rowland W. Day II
-------------------------------
Rowland W. Day II
Co-Chief Executive Officer
By: /s/ Donald J. Duffy
-------------------------------
Donald J. Duffy
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
following capacities on May 20, 1997:
/s/ Donald J. Duffy May 22, 1997
- -------------------------------
Donald J. Duffy
Co-Chief Executive Officer,
Chief Financial Officer and Director
(Co-Principal Executive Officer;
Principal Financial Officer)
/s/ Rowland W. Day II May 22, 1997
- -------------------------------
Rowland W. Day II
Co-Chief Executive Officer and Director
(Co-Principal Executive Officer)
/s/ Owen M. Naccarato May 22, 1997
- -------------------------------
Owen M. Naccarato
Corporate Controller
May 22, 1997
- -------------------------------
Humbert B. Powell, III
Director
20
<PAGE> 24
<PAGE> 1
EXHIBIT 5
[DAY CAMPBELL & McGILL LETTERHEAD]
May 23, 1997
Bikers Dream, Inc.
1420 Village Way
Santa Ana, CA 92705
Re: Registration Statement on Form S-3
(SEC Registration No. 333-17829)
Ladies and Gentlemen:
You have requested our opinion as counsel for Bikers Dream,
Inc., a California corporation (the "Company"), as to the matters set forth
below in connection with the registration under the Securities Act of 1933 on
Form S-3 (SEC Registration No. 333-17829) of 10,426,214 shares of the Company's
Common Stock, without par value (the "Shares"), including Shares issuable upon
exercise of outstanding warrants and options (the "Warrant Shares"), upon
conversion of outstanding preferred stock (the "Preferred Shares"), and upon the
declaration of common stock dividends on the Preferred Shares (the "Dividend
Shares").
We have examined the Company's Registration Statement on Form
S-3 (Registration No. 333-17829) filed with the Securities and Exchange
Commission ("Commission") on December 16, 1996, and Amendment Number 1 thereto
which was filed with the Commission on May 23, 1997 (the "Registration
Statement"). We have also examined the Articles of Incorporation of the Company,
as amended, the Bylaws and the minute books of the Company, and such other
documents as we deemed pertinent as a basis for the opinion hereinafter
expressed.
Based on the foregoing, it is our opinion that:
The Shares have been duly authorized and are, or in the case
of the Warrant Shares upon exercise of the respective warrants and options and
upon payment therefor will be, and in the case of the Preferred Shares upon
conversion of the respective preferred stock will be, and in the case
<PAGE> 2
Bikers Dream, Inc.
May 23, 1997
Page 2
of the Dividend Shares upon declaration of the respective dividend will be,
legally and validly issued, fully paid and non-assessable.
We consent to the inclusion of our name in the Registration
Statement under the caption "Legal Matters" and the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ DAY CAMPBELL & McGILL
JF:gir
<PAGE> 1
EXHIBIT 23.1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Bikers Dream, Inc. on Form S-3 of our report dated February 27, 1996, on our
audit of the financial statements of Bikers Dream, Inc. as of and for the year
ended December 31, 1995, which report is included in the 1996 Annual Report on
Form 10-KSB and includes an explanatory paragraph relating to substantial doubt
about the entity's ability to continue as a going concern.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
Newport Beach, California
May 21, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 24, 1997, accompanying the consolidated
financial statements included in the Annual Report of Bikers Dream, Inc. on
Form 10-KSB for the year ended December 31, 1996. We hereby consent to the
incorporation by reference of said report in the Registration Statement of
Bikers Dream, Inc. on Form S-3 and to the use of our name as it appears under
the caption "Experts."
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
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SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
May 21, 1997
