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As filed with the Securities and Exchange Commission on December 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
11631 Sterling Avenue
Riverside, California 92503
(Address of Principal Executive Offices) (Zip Code)
1998 Stock Compensation Plan
(Full title of the plan)
Anne Todd
11631 Sterling Avenue
Riverside, California 92503
(Name and address of agent for service)
(909) 343-1883
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
be registered registered(1) per share(2) offering price(2) fee(2)
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<S> <C> <C> <C> <C>
Common Stock,
no par value 150,000 shares $2.9375 $440,625.00 $122.50
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered is the maximum aggregate number of
shares presently issuable under the Plan. The registration statement also
includes an indeterminable number of additional shares that may become
issuable under the Plan pursuant to anti-dilution provisions.
(2) Computed pursuant to Rule 457(c) and (h) on the basis of the average of the
high and low prices of the Common Stock on December 8, 1998.
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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 and Exchange Commission (the
"Commission") are incorporated by reference in this registration statement:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1997 as amended on April 16, 1998.
(b) The Company's report on Form 10-QSB for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998, and the Company's annual meeting
proxy statement filed with the Commission on July 8, 1998.
(c) The description of the Company's class of Common Stock which is
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as set forth in Item 1 of the Company's registration
statement on Form 8-A filed under the Exchange Act on March 17, 1987
(incorporating by reference the text under "Description of Securities" in the
Company's Form S-18 registration statement No. 33-9879-LA filed on October 30,
1986, which is also incorporated herein by this reference), and updated by (i)
footnote 8 to the Consolidated Financial Statements in the Company's Form 10-QSB
report for the quarter ended September 30, 1996; (ii) paragraph one of Item 2,
Part II ("Changes in Securities"), of the Company's Form 10-QSB report for the
quarter ended September 30, 1997; and (iii) footnote 11 to the Consolidated
Financial Statements in the Company's Form 10-QSB report for the quarter ended
March 31, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereunder have been sold, or which
deregisters all securities then remaining unsold under this registration
statement, shall be deemed to be incorporated by reference in the registration
statement and to be a part hereof from the date of filing of such documents.
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.
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S>
4.1 Articles of Incorporation, as amended (incorporated by
reference to the Company's registration statement on Form
SB-2 (No. 33-92294) filed with the Commission on May 31,
1995).
4.2 Certificate of Amendment of Articles of Incorporation dated June 21, 1996
(incorporated by reference to the Company's Form 10-KSB report filed with
the Commission on April 15, 1997).
4.3 Certificate of Correction of Certificate of Amendment of Articles of
Incorporation dated July 25, 1997 (incorporated by reference to the
Company's Form 10-QSB report filed with the Commission on November 14,
1997).
4.4 Certificate of Determination of Series B Convertible Preferred Stock
(incorporated by reference to the Company's Form 10-QSB report filed with
the Commission on November 14, 1997).
4.5 Certificate of Determination of Series C Preferred Stock (incorporated by
reference to the Company's Form 10-QSB report filed with the Commission
on May 15, 1998).
4.6 Bylaws of the Company (incorporated by reference to the Company's
registration statement on Form SB-2 (No. 33-92294) filed with the
Commission on May 31, 1995).
</TABLE>
3
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<TABLE>
<C> <S>
4.7 1998 Stock Compensation Plan of the Company.
5.1 Opinion of Miller & Holguin as to the legality of the securities being registered.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.2 Consent of Miller & Holguin (included in its opinion filed as Exhibit 5.1).
</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. 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) 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 that information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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.
(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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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.
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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 Riverside, State of California, on December 15, 1998.
BIKERS DREAM, INC.
By: /s/ Herm Rosenman
--------------------------------
Herm Rosenman, President
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>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ Herm Rosenman President and Director December 15, 1998
- --------------------------- (Principal Executive Officer)
Herm Rosenman
/s/ Donald J. Duffy Director and Chairman December 15, 1998
- ---------------------------
Donald J. Duffy
/s/ Humbert Powell III Director December 15, 1998
- ---------------------------
Humbert Powell III
/s/ John Russell Director December 15, 1998
- ---------------------------
John Russell
/s/ Bruce A. Scott Director December 15, 1998
- ---------------------------
Bruce A. Scott
/s/ Anne Todd Controller (Principal December 15, 1998
- --------------------------- Financial and Accounting
Anne Todd Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
4.1 Articles of Incorporation, as amended (incorporated by reference to the
Company's registration statement on Form SB-2 (No. 33-92294) filed with
the Commission on May 31, 1995).
4.2 Certificate of Amendment of Articles of Incorporation dated June 21, 1996
(incorporated by reference to the Company's Form 10-KSB report filed with
the Commission on April 15, 1997).
4.3 Certificate of Correction of Certificate of Amendment of Articles of
Incorporation dated July 25, 1997 (incorporated by reference to the
Company's Form 10-QSB report filed with the Commission on November 14,
1997).
4.4 Certificate of Determination of Series B Convertible Preferred Stock
(incorporated by reference to the Company's Form 10-QSB report filed with
the Commission on November 14, 1997).
4.5 Certificate of Determination of Series C Preferred Stock (incorporated by
reference to the Company's Form 10-QSB report filed with the Commission on
May 15, 1998).
4.6 Bylaws of the Company (incorporated by reference to the
Company's registration statement on Form SB-2 (No.
33-92294) filed with the Commission on May 31, 1995).
4.7 1998 Stock Compensation Plan of the Company.
5.1 Opinion of Miller & Holguin as to the legality of the securities being
registered.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.
23.2 Consent of Miller & Holguin (included in its opinion filed as Exhibit
5.1).
</TABLE>
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Exhibit 4.7
BIKERS DREAM, INC.
1998 STOCK COMPENSATION PLAN
1. PURPOSE OF THE PLAN. The purpose of this Stock Compensation Plan
("Plan") of Bikers Dream, Inc., a California corporation ("Company") is to
provide the Company with a means of compensating selected key employees
(including officers) of and consultants to the Company and its subsidiaries for
their services with shares of Common Stock of the Company.
2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Company's Board of Directors (the "Board").
2.1 Award or Sale of Shares. The Company's Board shall (a) select
those key employees (including officers) and consultants to whom shares of the
Company's Common Stock shall be awarded or sold, and (b) determine the number of
shares to be awarded or sold; the time or times at which shares shall be awarded
or sold; whether the shares to be awarded or sold will be registered with the
Securities and Exchange Commission; and such conditions, rights of repurchase,
rights of first refusal or other transfer restrictions as the Board may
determine. Each award or sale of shares under the Plan shall be evidenced by a
written agreement between the Company and the person to whom shares of the
Company's Common Stock are awarded or sold.
2.2 Consideration for Shares. Shares of the Company's Common
Stock to be awarded or sold under the Plan shall be issued for such
consideration, having a value not less than the par value thereof, as shall be
determined from time to time by the Board in its sole discretion.
2.3 Board Procedures. The Board from time to time may adopt such
rules and regulations for carrying out the purposes of the Plan as it may deem
proper and in the best interests of the Company. The Board shall keep minutes of
its meetings and records of its actions. A majority of the members of the Board
shall constitute a quorum for the transaction of any business by the Board. The
Board may act at any time by an affirmative vote of a majority of those members
voting. Such vote may be taken at a meeting (which may be conducted in person or
through use of conference telephone or any other communications equipment in
accordance with Section 307(a)(6) of the California General Corporation Law, as
amended) or by written consent of Board members without a meeting.
2.4 Finality of Board Action. The Board shall resolve all
questions arising under the Plan. Each determination, interpretation, or other
action made or taken by the Board shall be final and conclusive and binding on
all persons, including, without limitation, the Company, its stockholders, the
Board and each of the members of the Board.
<PAGE> 2
2.5 Non-Liability of Board Members. No Board member shall be
liable for any action or determination made by him in good faith with respect to
the Plan or any shares of the Company's Common Stock sold or awarded under it.
2.6 Board Power to Amend, Suspend, or Terminate the Plan. The
Board may, from time to time, make such changes in or additions to the Plan as
it may deem proper and in the best interests of the Company and its
stockholders. The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.
3. SHARES SUBJECT TO THE PLAN. For purposes of the Plan, the Board of
Directors is authorized to sell or award up to One Hundred Fifty Thousand
(150,000) shares of the Company's Common Stock. ("Common Stock").
4. PARTICIPANTS. All key employees (including officers) of and
consultants to the Company and any of its subsidiaries (sometimes referred to
herein as "participants") are eligible to participate in the Plan. A copy of
this Plan shall be delivered to all participants, together with a copy of any
Board resolutions authorizing the issuance of the shares and establishing the
terms and conditions, if any, relating to the sale or award of such shares.
5. RIGHTS AND OBLIGATIONS OF PARTICIPANTS. The award or sale of shares
of Common Stock shall be conditioned upon the participant providing to the Board
a written representation that, at the time of such award or sale, it is the
intent of such person(s) to acquire the shares for investment only and not with
a view toward distribution. The certificate for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the Company
receives an opinion of counsel satisfactory to the Company to the effect that
such restriction is not necessary under the applicable law. The providing of
such representation and such restriction on transfer shall not, however, be
required upon any person's receipt of shares of Common Stock under the Plan in
the event that, at the time of award or sale, the shares shall be (i) covered by
an effective and current registration statement under the Securities Act of
1933, as amended, and (ii) either qualified or exempt from qualification under
applicable state securities laws. The Company shall, however, under no
circumstances be required to sell or issue any shares under the Plan if, in the
opinion of the Board, (i) the issuance of such shares would constitute a
violation by the participant or the Company of any applicable law or regulation
of any governmental authority, or (ii) the consent or approval of any
governmental authority is necessary or desirable as a condition of, or in
connection with, the issuance of such shares.
6. PAYMENT OF SHARES.
(a) The entire purchase price of shares issued under the
Plan shall be payable in lawful money of the United States of America at the
time when such shares are purchased, except as provided in subsection (b) below.
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(b) At the discretion of the Board, shares may be issued
under the Plan in consideration of services rendered; provided, however, that
any issuance of shares under the Plan shall be in compliance with Section 409 of
the California General Corporation Law, as amended.
7. ADJUSTMENTS. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Plan.
8. TAX WITHHOLDING. As a condition to the purchase or award of shares,
the participant shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.
9. TERM OF PLAN.
9.1 Effective Date. The Plan shall become effective on April 1,
1998.
9.2 Termination Date. The Plan shall terminate at midnight on
March, 2008, and no shares shall be awarded or sold after that time. The Plan
may be suspended or terminated at any earlier time by the Board within the
limitations set forth in Section 2.6.
10. NON-EXCLUSIVITY OF PLAN. Nothing contained in the Plan is intended
to amend, modify, or rescind any previously approved compensation plans,
programs or options entered into by the Company. This Plan shall be construed to
be in addition to and independent of any and all such other arrangements. The
adoption of the Plan by the Board shall not be construed as creating any
limitations on the power or authority of the Board to adopt, with or without
stockholder approval, such additional or other compensation arrangements as the
Board may from time to time deem desirable.
11. GOVERNING LAW. The Plan and all rights and obligations under it
shall be construed and enforced in accordance with the laws of the state of
California.
3
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Exhibit 5.1
[Miller & Holguin Letterhead]
December 15, 1998
Bikers Dream, Inc.
11631 Sterling Avenue
Riverside, California 92503
Re: Registration Statement on Form S-8
----------------------------------
Ladies and 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 on or about December 15, 1998, in connection
with the registration under the Securities Act of 1933, as amended, of 150,000
shares of common stock, no par value, of the Company (the "Shares") issuable
under the Company's 1998 Stock Compensation Plan (the "Plan").
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, photostatic or
facsimile copies, and the authenticity of the originals of the latter documents.
Based on and subject to the above, it is our opinion that the Shares are
duly authorized and, when paid for, issued and delivered pursuant to the terms
of the Plan, will be legally issued, fully paid and nonassessable.
<PAGE> 2
We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the State of
California and the federal law of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Miller & Holguin
MILLER & HOLGUIN
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 14, 1998, accompanying the consolidated
financial statements included in the Annual Report of Bikers Dream, Inc. on Form
10-KSB for the year ended December 31, 1997. 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
December 15, 1998
