<PAGE> 1
As filed with the Securities and Exchange Commission on August 1, 1997
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIKERS DREAM, INC.
(Exact name of registrant as specified in its charter)
California 33-0140149
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
OPTION AGREEMENT WITH BRUCE W. BARREN
(Full title of the plans)
Anne Todd
1420 Village Way
Santa Ana, California 92705
(714) 835-8464
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 150,000 shares $1.25 $187,500 $57
- --------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered is the maximum aggregate number
of shares presently issuable under the Plans. The registration
statement also includes an indeterminable number of additional shares
that may become issuable under the Plans pursuant to anti-dilution
provisions.
(2) Computed pursuant to Rule 457(h) on the basis of the average of the
bid and asked price of the Common Stock on July 30, 1997.
================================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Bikers Dream, Inc., a California
corporation (the "Company") filed with the Securities Exchange Commission are
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the Company's fiscal year
ended December 31, 1996.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other document
subsequently filed pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, which also is or is deemed to be incorporated in this
Registration Statement by reference modifies or replaces such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Articles of Incorporation authorizes the issuance of
25,000,000 shares of Common Stock without par value. 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 by Directors in its discretion,
from funds legally available therefor, subject to preferences that may be
applicable to any outstanding preferred stock. In the event of 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, subject to preferences that may be applicable to any
outstanding preferred stock. 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.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's securities being registered will be
passed upon by Day Campbell & McGill. Members of the firm of Day Campbell &
McGill owned an aggregate of 627,183 shares of the Registrant's Common Stock
and options to purchase 730,000 shares of the Registrant's Common Stock on
March 31, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws and Section 317 of the California General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. Officers and directors of the Company are indemnified
generally against expenses, judgments, fines and other amounts actually and
reasonably incurred in connection with actions, suits or proceedings, whether
civil or criminal, provided that it is determined that they acted in good faith
and in a manner they reasonably believed to be in the best interests of the
Company, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended (the "Securities
Act") and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
5 Opinion of Day, Campbell and McGill as to the legality of the securities being registered.
10.27 Option Agreement dated July 22, 1997 between the Company and
Bruce W. Barren.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Day, Campbell and McGill (included in its opinion filed as Exhibit 5).
</TABLE>
ITEM 9. 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;
(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; 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 that 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 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(h) 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.
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Ana, State of California, on July 25,
1997.
BIKERS DREAM, INC.
By: /s/ Donald J. Duffy
---------------------------------------------
Donald J. Duffy, Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Donald J. Duffy, Chief Executive Officer of the registrant, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in- fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Date Signature Title
- ---- --------- -----
<S> <C> <C>
July 25, 1997 /s/ Donald J. Duffy Chief Executive Officer, Chief Financial Officer
---------------------------------- and Director
Donald J. Duffy
July 25, 1997 /s/ Humbert B. Powell Director
----------------------------------
Humbert B. Powell
July 25, 1997 /s/ Terrence Quinn Director
----------------------------------
Terrence Quinn
July 25, 1997 /s/ Anne Todd Controller
----------------------------------
Anne Todd
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-----------
<S> <C>
5 Opinion of Day Campbell & McGill as to the legality of
securities being registered.
10.27 Option Agreement dated July 22, 1997 between the
Company and Bruce W. Barren.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Day Campbell & McGill (included in its Opinion filed
as Exhibit 5).
</TABLE>
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<PAGE> 1
EXHIBIT 5
[DAY CAMPBELL & McGILL LETTERHEAD]
July 25, 1997
Bikers Dream, Inc.
1420 Village Way
Santa Ana, California 92705
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Bikers Dream, Inc., a California
corporation (the "Company"), and in such capacity have examined the form of
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission by the Company on or about August 1,
1997, in connection with the registration under the Securities Act of 1933, as
amended (the "Act") of up to 150,000 shares of common stock, without par value,
of the Company (the "Shares") to be sold upon the exercise of options granted to
Bruce W. Barren. The Shares will be offered and sold pursuant to the Company's
Registration Statement filed with the Commission.
As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable, and have examined the originals, or copies certified to our
satisfaction as being true copies of the originals, of those corporate records,
certificates, documents and other instruments which we, in our judgment, have
considered necessary or appropriate to enable us to render the opinion
expressed below. For these purposes, we have relied, without independent
investigation, upon certificates provided by public officials and by officers
of the Company as to certain factual matters. We have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
the latter documents.
On the basis of the foregoing, and relying solely thereon, we are of
the opinion that the Shares are duly authorized and, provided the Shares are
issued, delivered and paid for in the manner and upon the terms contemplated by
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
<PAGE> 2
No opinion is expressed herein as to the application of state
securities or Blue Sky laws.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
DAY CAMPBELL & McGILL
<PAGE> 1
EXHIBIT 10.27
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is entered into and shall be
effective as of July 22, 1997, by and between Bikers Dream, Inc., a corporation
organized under the laws of the State of California ("Company") and Bruce W.
Barren ("Optionee").
RECITALS
--------
WHEREAS, Company and Optionee have entered into a Settlement Agreement
and Mutual Release of even date herewith (the "Settlement Agreement"); and
WHEREAS, the Company, pursuant to the terms of the Settlement
Agreement, has agreed to grant Optionee an option to purchase shares of the
Company's Common Stock in accordance with the terms of this Option Agreement.
NOW, THEREFORE, it is agreed:
1. Grant of Option. Company grants to Optionee the irrevocable
right and option (the "Option") to purchase one hundred fifty thousand
(150,000) shares of the Company's Common Stock (the "Shares") at a price of
eighty-seven and one-half cents ($.875) per share.
2. Option Term. The term of the Option shall be for a period of
one (1) year commencing on the date hereof and expiring on July 21, 1998 (the
"Expiration Date").
3. Exercise of Option. The Option may be exercised with respect
to all or any portion of the Shares at any time after the date hereof and prior
to the Expiration Date.
4. Method of Exercise. The Option may be exercised by giving
written notice of exercise of the Option to the Company at the address and in
the manner set forth in Section 9(e) below. The notice shall state Optionee's
election to exercise the Option and the number of Shares with respect to which
the Option is being exercised. The notice of exercise shall be accompanied by
full payment (in cash or by check) of the amount of the purchase price of the
Shares as to which the Option is being exercised, except that the Company
agrees that Optionee is entitled to a credit of Fifteen Thousand Dollars
($15,000) which shall be applied to the payment of the purchase price of the
first Seventeen Thousand One Hundred Forty Two (17,142) shares as to which the
Option is exercised. A certificate or certificates for the Shares as to which
the Option is exercised shall be delivered to Optionee as soon as practicable
after the notice and payment has been received by the Company.
<PAGE> 2
5. Investment Representations. Optionee represents and agrees
that unless a registration statement under the Securities Act of 1933 is in
effect as to Shares purchased upon exercise of the Option:
(a) Optionee is acquiring the Option Shares upon exercise of
the Option for Optionee's own account, and not with a
view to, or for sale in connection with, any
distribution thereof;
(b) The Shares shall not be sold or transferred until they
first shall have been registered under the Securities
Act of 1933, or (ii) the Company first shall have been
furnished with an opinion of legal counsel, reasonably
satisfactory to the Company, to the effect that such
sale or transfer is exempt from the registration
requirements of the Securities Act of 1933; and
(c) The certificates evidencing the Shares issued upon
exercise of the Option will bear the following
restrictive legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE
ACT") AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED UNLESS AND UNTIL SUCH SHARES ARE
REGISTERED UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT
THAT SUCH REGISTRATION IS NOT REQUIRED."
6. Privileges of Stock Ownership. Optionee shall not have any of
the rights or privileges of a stockholder of the Company with respect to any
Shares issuable upon the exercise of the Option until certificates representing
such Shares shall have been issued and delivered.
7. Adjustments to Number and Purchase Price of Shares. If the
outstanding shares of the Common Stock of the Company are increased, decreased,
changed into or exchanged for a different number or kind of shares or
securities of the Company through merger, consolidation, combination, exchange
of shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
the Option may be exercised pursuant to this Agreement. Any such adjustment in
shares subject to the Option shall be made without change in the aggregate
purchase price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price for each share covered by the Option.
2
<PAGE> 3
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of all or substantially all of the assets of the Company to
another person or persons, appropriate provision shall be made in writing in
connection with such transaction for the continuance of the Option and for the
assumption of the obligations of the Company hereunder, or the substitution for
the option granted hereunder of new options covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustment as
to the number and kind of shares and exercise prices.
8. Registration Rights. The Company agrees to register the Shares
on a Form S-8 registration statement and to work as expeditiously as possible to
file such registration statement with the Securities and Exchange Commission
by August 14, 1997. The costs and expenses of such registration shall be
borne entirely by the Company.
9. General Provisions.
------------------
(a) The subject headings of the sections and paragraphs of
this Agreement are included for purposes of convenience
only, and shall not affect the construction or
interpretation of any of its provisions.
(b) This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter contained
in it and supersedes all prior and contemporaneous
agreements, representations and understandings of the
parties. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in
writing by all of the parties. No waiver of any of the
provisions of this Agreement shall be deemed or shall
constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making
the waiver.
(c) This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.
(d) This Agreement shall be binding on, and shall inure to
the benefit of, the parties to it and their respective
heirs, legal representatives, successors and permitted
assigns.
(e) Any and all notices, demands or other communications
required or desired to be given hereunder by any party
shall be in writing and shall be validly given or made
to another party if given by personal delivery, telex,
facsimile, telegram or if deposited in the United States
mail, certified or registered, postage prepaid, return
receipt requested.
3
<PAGE> 4
If such notice, demand or other communication is given
by personal delivery, telex, facsimile or telegram,
service shall be conclusively deemed made at the time of
receipt. If such notice, demand or other communication
is given by mail, such notice shall be conclusively
deemed given forty-eight (48) hours after the deposit
thereof in the United States mail addressed to the party
to whom such notice, demand or other communication is to
be given as hereinafter set forth:
To Company: Bikers Dream, Inc.
1420 Village Way
Santa Ana, California 92705
Attention: Donald J. Duffy,
Chief Executive Officer
To Optionee: At the address set forth below his name on the
signature page of this Agreement.
Any party may change its address for purposes of this paragraph by
giving the other party written notice of the new address in the manner set
forth above.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.
"COMPANY" "OPTIONEE"
Bikers Dream, Inc. /s/ Bruce W. Barren
-----------------------------------
By: /s/ Donald Duffy Bruce W. Barren
----------------------------- Address:
Its: CEO 11099 Sunset Boulevard
----------------------------- Los Angeles, CA 90049-3224
4
<PAGE> 1
EXHIBIT 23.1
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-8.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
- ----------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
July 25, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Bikers Dream, Inc. on Form S-8 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.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
July 25, 1997
