<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1999
REGISTRATION NO. 333-72167
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 2
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 33-0140149
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3810 WACKER DRIVE
MIRA LOMA, CALIFORNIA 91752
(909) 360-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MR. HERM ROSENMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
3810 WACKER DRIVE
MIRA LOMA, CALIFORNIA 91752
(909) 360-2500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------
COPIES OF COMMUNICATIONS TO:
HOWARD J. UNTERBERGER, ESQ.
CHRISTINA LYCOYANNIS, ESQ.
MILLER & HOLGUIN
1801 CENTURY PARK EAST, SEVENTH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 556-1990
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
<PAGE> 2
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
----------
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.
================================================================================
<PAGE> 3
PROSPECTUS
BIKERS DREAM, INC.
3,257,240 SHARES OF COMMON STOCK
Shareholders of Bikers Dream, Inc. may offer and sell up to 3,257,240
shares of Bikers Dream common stock. The selling shareholders may, from time to
time, offer their shares through public or private transactions at prevailing
market prices or privately negotiated prices.
Bikers Dream's common stock is traded on the Nasdaq SmallCap Market
System under the symbol BIKR. On August 23, 1999, the last reported sale price
of our common stock on Nasdaq was $2.6875.
--------------------------
AN INVESTMENT IN THESE SECURITIES IS RISKY. YOU SHOULD ONLY PURCHASE THESE
SHARES IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. PLEASE SEE THE RISK
FACTORS BEGINNING ON PAGE 2 TO READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER
BEFORE BUYING SHARES OF COMMON STOCK.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is August 25, 1999
i
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TABLE OF CONTENTS
<TABLE>
<S> <C>
The Company............................................................... 2
Risk Factors.............................................................. 2
Sales by Selling Shareholders............................................. 8
Plan of Distribution...................................................... 13
Legal Matters............................................................. 14
Experts................................................................... 14
Where You Can Find More Information....................................... 15
</TABLE>
NOTICE ABOUT FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this prospectus, and
in other documents which are incorporated by reference in this prospectus under
the section of this prospectus entitled "Where You Can Find More Information,"
discusses financial projections, information or expectations about our business
plans, results of operations, products or markets, or otherwise makes statements
about future events, such statements are forward-looking. Such forward-looking
statements can be identified by the use of words such as "intends,"
"anticipates," "believes," "estimates," "projects," "forecasts," "expects,"
"plans," and "proposes." Although we believe that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These include, among others,
the cautionary statements in the "Risk Factors" section of this prospectus
beginning on page 2. These cautionary statements identify important factors that
could cause actual results to differ materially from those described in the
forward-looking statements. When considering forward-looking statements in this
prospectus, you should keep in mind the cautionary statements in the "Risk
Factors" section and other sections of this prospectus, and other cautionary
statements in documents which are incorporated by reference in this prospectus
under the section of this prospectus entitled "Where You Can Find More
Information."
1
<PAGE> 5
THE COMPANY
Bikers Dream is a manufacturer, distributor and retailer of
quality-built, American heavyweight cruiser motorcycles under the "Ultra Cycles"
brand name. Our principal executive offices are located at 3810 Wacker Drive,
Mira Loma, California 91752, and our telephone number is (909) 360-2500.
RISK FACTORS
An investment in shares of Bikers Dream common stock involves a high
degree of risk. You should carefully consider the following factors as well as
the other information contained and incorporated by reference in this prospectus
before deciding to invest.
BIKERS DREAM MAY NOT BE ABLE TO ACHIEVE AND MAINTAIN PROFITABILITY IN
FUTURE PERIODS IF IT CANNOT SUCCESSFULLY CONTINUE TO EXPAND ITS DEALER NETWORK
AND INCREASE ITS MANUFACTURING CAPABILITY. Bikers Dream has a history of
operating losses and accumulated deficits. Bikers Dream had operating net losses
of approximately $4.5 million, $5.1 million and $4 million for the fiscal years
ended December 31, 1998, 1997 and 1996, respectively. As of December 31, 1998,
Bikers Dream's accumulated deficit was approximately $17.6 million. Bikers Dream
may not be able to achieve and maintain profitability in future periods if it
cannot successfully continue to expand its dealer network and to increase its
manufacturing capability on a cost-effective basis.
BIKERS DREAM HAS LIMITED EXPERIENCE WITH MANUFACTURING OPERATIONS.
Bikers Dream entered the motorcycle manufacturing business in 1997 through the
acquisition of the assets of its Ultra Cycles division. Previously, Bikers
Dream's operations had involved only the operation of retail stores selling new
and used motorcycles and motorcycle parts and accessories. Although we have
acquired considerable direct experience with motorcycle manufacturing since our
acquisition of the Ultra Cycles division in 1997, such experience is more
limited than that of other motorcycle manufacturers which have been in operation
for a longer period of time.
BIKERS DREAM MAY NOT BE ABLE TO MAINTAIN OR INCREASE ITS CURRENT
LEVEL OF SALES IF CHANGES IN POPULAR TRENDS OR ECONOMIC CONDITIONS CAUSE A
DECLINE IN MARKET DEMAND FOR HEAVYWEIGHT CRUISER MOTORCYCLES. The base retail
price of one of our heavyweight cruiser motorcycles ranges approximately from
$16,000 to $26,000. Motorcycles within this price range are luxury goods.
Therefore, market demand for heavyweight cruisers such as ours may be
particularly susceptible to changes in popular trends and economic conditions.
If such changes cause a decline in market demand for heavyweight cruiser
motorcycles, we may not be able to maintain or increase our current level of
sales.
BIKERS DREAM MAY NOT BE ABLE TO MAINTAIN OR INCREASE ITS CURRENT
LEVEL OF SALES IF IT DOES NOT CONTINUE TO EXPAND ITS DEALER NETWORK. Motorcycles
manufactured by Bikers Dream are sold through our six owned Bikers Dream
Superstores, approximately 40 independently owned Bikers Dream Superstores and
approximately 65 independent Ultra Cycles dealers. Approximately 75% of
the motorcycles sold by Bikers Dream during the year ended December 31, 1998
were sold through the independent dealer network. We may not be able to maintain
or increase our current level of sales if we do not continue to expand our
dealer network, and there is no assurance that we will be able to do so.
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<PAGE> 6
BIKERS DREAM'S COMPETITIVE POSITION WITHIN ITS NICHE OF THE
HEAVYWEIGHT CRUISER MOTORCYCLE MARKET COULD SUFFER IF EXISTING COMPETITORS
EXPAND OPERATIONS OR OTHER MOTORCYCLE MANUFACTURERS INSTITUTE SIMILAR PRODUCT
OFFERINGS. Bikers Dream seeks to avoid direct competition with Harley-Davidson,
Inc., which has the largest share of the heavyweight cruiser motorcycle market,
by competing within a specialized niche. Our competitive strategy focuses on
product performance and style, pricing and service. For example, we offer on all
models, at no additional charge over base prices, customized features like
polished or painted high-performance engines and a four-year, unlimited mileage
warranty. Our main competitors within this niche of the heavyweight cruiser
motorcycle market are Titan Motorcycles, Big Dog Motorcycles and California
Motorcycle Corp. In the event that our existing competitors expand their
manufacturing operations, or other motorcycle manufacturers institute product
offerings on terms similar to ours, our competitive position within our niche of
the heavyweight cruiser motorcycle market could suffer.
A DECLINE IN THE POPULARITY OF MOTORCYCLES MAY CAUSE A DECLINE IN THE
PROFITABILITY OF BIKERS DREAM'S RETAIL STORE OPERATIONS. Bikers Dream depends on
the continued popularity of motorcycles and motorcycle-related products to
maintain sales volume at its company-owned superstores. Without sufficient sales
volume, our stores will lose the benefit of economies of scale associated with
the superstore concept. Therefore, a decline in the popularity of motorcycles
and motorcycle-related products may cause a decline in the profitability of our
retail store operations.
BIKERS DREAM'S ABILITY TO COMPETE IN A LARGELY FRAGMENTED RETAIL
MARKET COULD SUFFER IF EXISTING RETAIL COMPETITORS BEGIN COMPETING ON A LARGER
SCALE OR NEW COMPETITORS ENTER THE RETAIL MARKET. Superstores owned by Bikers
Dream must compete with thousands of independent motorcycle retail outlets
throughout the United States which provide aftermarket parts, services and
accessories. Most of these competitors are small, privately owned businesses.
Our ability to compete in the retail marketplace could suffer if existing
motorcycle retail outlets expand their facilities and begin competing on a
larger scale, or new competitors with substantial capital and other resources
enter the retail market.
THERE IS NO ASSURANCE THAT BIKERS DREAM WILL BE ABLE TO OBTAIN THE
ADDITIONAL DEBT AND EQUITY FINANCING IT NEEDS TO CONTINUE EXPANDING ITS
MANUFACTURING OPERATIONS, AND IF OBTAINED, EQUITY FINANCING MAY DILUTE EXISTING
SHAREHOLDERS' INTERESTS AND DEBT FINANCING MAY SUBSTANTIALLY RESTRICT BIKERS
DREAM'S ABILITY TO OPERATE AND RAISE ADDITIONAL FUNDS. Although we believe that
we can, at our current level of operations, adequately service our existing
indebtedness and meet our working capital needs by using available internal
cash, we will require additional outside sources of debt and equity capital to
continue to expand our manufacturing operations. There can be no assurance that
additional capital will be made available on satisfactory terms. Any additional
equity financing may be dilutive to shareholders, and any additional debt
financing may impose substantial restrictions on the ability of Bikers Dream to
operate and raise additional funds.
We are currently negotiating an inventory and accounts
receivable-based revolving line of credit facility of up to $10 million which
would be used to pay off all or part of our existing indebtedness, as described
below, and to finance our general business operations and working capital needs.
We believe that such a revolving credit facility, combined with the proceeds of
our $1.5 million Series D Preferred Stock offering, which was completed earlier
this year, would
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<PAGE> 7
provide Bikers Dream with sufficient working capital for the current year. If
Bikers Dream does not obtain a revolving credit facility, it will be unable to
meet its expansion goals unless it obtains other debt or equity financing on
acceptable terms. Bikers Dream is continually in discussions with lenders and
potential equity partners regarding funding options to fuel its growth strategy.
The Board of Directors will determine the terms of any financing based upon
management's good faith evaluation of the best interests of Bikers Dream and its
shareholders.
In order to finance its working capital needs, Bikers Dream currently
is relying on a $1.5 million inventory flooring line of credit which it obtained
in May 1998 from Cana Capital Corporation, a company owned by Bruce Scott, a
former director of Bikers Dream, and a $300,000 bridge loan which Bikers Dream
obtained in October 1998 from MD Strategic L.P., a partnership affiliated with
Don Duffy, another director of Bikers Dream. Advances under the Cana Capital
line of credit bear interest at a rate of 2% over the prime rate if used to
finance the acquisition of new vehicles, and 5% over the prime rate if used to
finance the acquisition of used vehicles. As of August 23, 1999, the interest
rate for advances on new vehicles and used vehicles was 10.6% and 13.6%,
respectively. The MD Strategic loan is evidenced by an unsecured note bearing
interest at 18% per annum and is due, together with accrued interest, on the
earlier of September 12, 1999 or upon receipt by Bikers Dream of funds from a
third-party lender.
Bikers Dream also is relying on a three-year term loan in the amount
of $4,500,000 which it obtained in June 1998 from Tandem Capital of Nashville,
Tennessee. The loan bears interest at 12% per annum and is secured by a first
lien on substantially all of Bikers Dream's assets. Bikers Dream used the
proceeds of the Tandem loan to repay $2.5 million of then existing long-term
debt and to expand Bikers Dream's motorcycle manufacturing operations.
Our most recent equity capital financing was in February 1999, when
we completed an offering of $1,500,000 of Series D Preferred Stock. The
investors in the Series D Preferred Stock offering have committed to purchase an
additional $500,000 of Series D Preferred Stock upon approval by Bikers Dream's
shareholders of the issuance of such additional Series D Preferred Stock. The
same investors have also committed to purchase an additional $1 million in
Series D Preferred Stock following the later to occur of shareholder approval or
the effectiveness of a registration statement with respect to the shares of
common stock underlying all of the previously issued shares of Series D
Preferred Stock.
THE LOSS OF HERM ROSENMAN'S SERVICES MAY HAVE A MATERIAL ADVERSE
EFFECT ON BIKERS DREAM'S RESULTS OF OPERATIONS. Bikers Dream depends highly on
the services of Herm Rosenman, its President and Chief Executive Officer. Bikers
Dream entered into an employment agreement with Mr. Rosenman which expires in
2002, but has not obtained key man insurance for Mr. Rosenman. The loss of Mr.
Rosenman could jeopardize the effective management of Bikers Dream, which could
have a material adverse effect on its results of operations.
VOLATILITY OF STOCK PRICE MAY INCREASE NUMBER OF SHARES ISSUABLE UPON
CONVERSION OF PREFERRED STOCK. The stock market from time to time experiences
significant price and volume fluctuations, some of which are unrelated to the
operating performance of particular companies. We believe that a number of
factors can cause the price of Bikers Dream common stock to fluctuate, perhaps
substantially. These factors include, among others:
- Announcements of financial results and other developments
relating to our business;
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<PAGE> 8
- Changes in the general state of the economy; and
- Changes in market analyst estimates and recommendations
for Bikers Dream common stock.
As an example, in late December 1998, Bikers Dream's stock price and
trading volume fluctuated significantly following announcement of our plans to
engage in Internet related commerce.
Significant downward fluctuations of Bikers Dream's stock price may
substantially increase the number of shares of common stock issuable upon
conversion of outstanding Series D Preferred Stock as a result of the conversion
formula, which is tied to the market price of the common stock. The consequences
of decreases in the common stock price are more fully discussed below under the
risk factor entitled "The issuance of additional shares of common stock upon
conversion of preferred stock may cause significant dilution of existing
shareholders' interests and exert downward pressure on the price of our common
stock."
THE ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK UPON CONVERSION OF
PREFERRED STOCK MAY CAUSE SIGNIFICANT DILUTION OF EXISTING SHAREHOLDERS'
INTERESTS AND EXERT DOWNWARD PRESSURE ON THE PRICE OF OUR COMMON STOCK.
Significant dilution of existing shareholders' interests may occur if Bikers
Dream issues additional shares of common stock underlying outstanding shares of
preferred stock. As of August 23, 1999, Bikers Dream had one share of Series A
Preferred Stock, 702,194 shares of Series B Preferred Stock, and 1,545 shares of
Series D Preferred Stock outstanding. The number of shares of common stock
issuable, collectively, upon conversion of the outstanding Series A Preferred
Stock and Series B Preferred Stock is less than 5% of the outstanding common
stock of Bikers Dream as of August 23, 1999. However, the number of shares of
common stock issuable upon conversion of the Series D Preferred Stock may
constitute a significantly greater percentage of the total outstanding shares of
Bikers Dream common stock, as such conversion is based on a formula pegged to
the market price of the common stock. The formula provides, specifically, that
the number of shares of common stock issuable upon the conversion of one share
of Series D Preferred Stock is calculated as $1,000 (plus any accrued and unpaid
dividends on such share) divided by the conversion price. The conversion price
is equal to the lesser of (1) 110% of the closing bid price of the common stock
on the last trading day before the date of issuance of the share of Series D
Preferred Stock being converted, or (2) 90% of the average of the four lowest
closing bid prices of the common stock during the last 22 trading days before
the date of conversion. Therefore, there is a possibility that the Series D
Preferred Stock may convert to common stock at a rate which may be below the
prevailing market price of the common stock at the time of conversion.
The exact number of shares of common stock into which currently
outstanding Series D Preferred Stock may ultimately be convertible will vary
over time as the result of ongoing changes in the trading price of Bikers Dream
common stock. Decreases in the trading price of Bikers Dream common stock are
likely to result in increases in the number of shares of common stock issuable
upon conversion of the Series D Preferred Stock. Under the rules of The Nasdaq
Stock Market, prior to the receipt of shareholder approval, the maximum number
of shares which can be issued upon conversion of the Series D Preferred Stock
cannot exceed 1,027,996. This number represents 19.9% of Bikers Dream's
outstanding common stock as of the date the Series D Preferred Stock was issued.
However, after shareholder approval is obtained, there is no cap on
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<PAGE> 9
the number of common shares into which shares of Series D Preferred Stock can be
converted. The following consequences could result:
- If the market price of Bikers Dream common stock declines,
thereby proportionately increasing the number of shares of
common stock issuable upon conversion of the Series D
Preferred Stock, an increasing downward pressure on the
market price of the common stock might result (sometimes
referred to as a downward "spiral" effect).
- The dilution caused by conversion of Series D Preferred
Stock and sale of the underlying shares could also cause
downward pressure on the market price of the common stock.
- Once downward pressure is placed on the market price of
the Company's stock, the pressure could encourage short
sales by holders of Series D Preferred Stock and others,
thus placing further downward pressure in the price of the
Common Stock.
- The conversion of Series D Preferred Stock would dilute
the book value and earnings per share of common stock held
by existing shareholders of Bikers Dream.
HOLDERS OF SERIES D PREFERRED STOCK COULD SEEK TO MANIPULATE BIKERS
DREAM'S STOCK PRICE THROUGH SHORT SALES. Holders of Series D Preferred Stock
could potentially seek to manipulate the market price of Bikers Dream common
stock downward so as to increase the number of common shares they would receive
upon converting their Series D Preferred Stock. For example, just before
converting their Series D shares, holders might engage in short sales in an
effort to cause a market price decline. One holder of Series D Preferred Stock
has been named in two lawsuits by companies other than Bikers Dream alleging
manipulation through short sales.
THE ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK UNDERLYING OPTIONS
AND WARRANTS MAY CAUSE SIGNIFICANT DILUTION OF EXISTING SHAREHOLDERS' INTERESTS.
As of August 23, 1999, 1,199,250 previously issued warrants were outstanding at
exercise prices ranging from $4.00 to $5.00. As of August 23, 1999, 1,133,894
options were outstanding at prices ranging from $3.00 to $7.50, and 603,494 of
the options were fully vested. In addition, under the terms of the agreement
governing its $4.5 million term loan from Tandem Capital, Bikers Dream is
obligated to issue to Tandem Capital on each anniversary of the closing date of
the term loan, until such loan is paid in full, a warrant to purchase 200,000
additional shares of common stock at an exercise price equal to the greater of
(1) $4.00, or (2) 80% of the average closing bid price of the common stock for
the 20 days preceding such anniversary date. See discussion in Risk Factor
entitled "There is no assurance that Bikers Dream will be able to obtain the
additional debt and equity financing it needs to continue expansion of its
manufacturing operations, and if obtained, equity financing may dilute existing
shareholders' interests and debt financing may substantially restrict Bikers
Dream's ability to operate and raise additional funds" on page 3. The issuance
of additional shares of common stock upon exercise of the warrants and options
described in this paragraph could result in significant dilution to existing
security holders of Bikers Dream.
BIKERS DREAM'S ABILITY TO CONTINUE OPERATIONS MAY BE MATERIALLY
IMPAIRED IF IT HAS INSUFFICIENT CASH TO REDEEM SERIES D PREFERRED STOCK UPON A
MANDATORY REDEMPTION. Bikers Dream is required to redeem Series D Preferred
Stock after an event triggering mandatory
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<PAGE> 10
redemption pursuant to the terms of the documents governing the terms of the
Series D Preferred Stock. Such triggering events include, among other things:
- Failure of Bikers Dream to pay dividends in accordance
with the terms governing the Series D Preferred Stock;
- Material breaches of Bikers Dream's agreements with
purchasers of Series D Preferred Stock, including failure
to register the common stock issuable upon conversion of
Series D Preferred Stock and failure to maintain the
effectiveness of any such registration;
- Failure to maintain a Nasdaq listing for Bikers Dream's
common stock;
- Failure to deliver common stock certificates in a timely
fashion after the conversion of Series D Preferred Stock;
and
- Failure to obtain shareholder approval for the issuance of
Series D Preferred Stock and underlying common shares by
September 30, 1999.
With respect to the last item listed above, the rules of the Nasdaq
Stock Market limit the number of shares of common stock which Bikers Dream can
issue without shareholder approval. Under these rules, without shareholder
approval, common shares cannot be issued upon the conversion of Series D
Preferred Stock in an amount exceeding 19.9% of the number of common shares
outstanding at the time the Series D Preferred Stock was issued. At the time the
Series D Preferred Stock was issued, Bikers Dream had 5,165,810 shares of common
stock outstanding, thereby enabling Bikers Dream to issue up to 1,027,996 shares
of common stock without prior shareholder approval.
Given the formula used for the conversion of Series D Preferred
Stock, the number of shares issuable upon the conversion of all currently
outstanding Series D Preferred Stock will not exceed 1,027,996 as long as the
trading price of Bikers Dream's common stock is $1.68 or greater. If the trading
price of the common stock falls below $1.68, then the holders of Series D
Preferred Stock will have the right to redeem any shares of Series D Preferred
Stock which cannot be converted without violating the 19.9% limitation. It is
unlikely that Bikers Dream would have sufficient cash to redeem the Series D
Preferred Stock if required to do so. Moreover, Bikers Dream is prohibited under
its existing credit agreement with Tandem Capital from redeeming any shares of
its capital stock. If a redemption were to occur, Tandem would have the option
of charging an additional 7% on its existing term loan, as described above, or
demanding full repayment on all outstanding indebtedness plus accrued interest.
As of August 23, 1999, $4.5 million remained outstanding on the Tandem loan. As
a result, the occurrence of an event triggering mandatory redemption of the
Series D Preferred Stock could materially impair our ability to continue to
operate our business.
THE POSSIBLE ISSUANCE OF ADDITIONAL PREFERRED STOCK MAY ADVERSELY
AFFECT RIGHTS OF HOLDERS OF COMMON STOCK AND MAY RENDER MORE DIFFICULT CERTAIN
UNSOLICITED TAKEOVER PROPOSALS WHICH WOULD BE IN THE BEST INTEREST OF
SHAREHOLDERS. As of the date of this prospectus, Bikers Dream has 703,740 shares
of preferred stock outstanding. The Articles of Incorporation of Bikers Dream
permit the Board of Directors to designate the terms of, and issue, up to
9,296,260 additional shares of preferred stock without further shareholder
approval. The issuance of additional shares of preferred stock could adversely
affect the rights of holders of common stock by, among other things,
establishing preferential dividends, liquidation rights and voting power. In
addition, the issuance of preferred stock might render more difficult, and
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<PAGE> 11
therefore discourage, certain unsolicited takeover proposals which would be in
the best interest of shareholders, such as a tender offer, proxy contest or
removal of incumbent management.
SALES BY SELLING SHAREHOLDERS
The selling shareholders are offering hereby a total of 3,257,240
shares of Bikers Dream common stock. The following table sets forth as of the
date of this prospectus, the name of each of the selling shareholders, the
number of shares of common stock that each such selling shareholder beneficially
owns as of August 23, 1999 the number of shares of common stock beneficially
owned by each selling shareholder that may be offered for sale from time to time
by this prospectus and the number of shares and percentage of common stock to be
held by each such selling shareholder assuming the sale of all the common stock
offered hereby.
Except as indicated, none of the selling shareholders has held any
position or office or had a material relationship with Bikers Dream or any of
its affiliates within the past three years other than as a result of the
ownership of Bikers Dream common stock. Bikers Dream may amend or supplement
this prospectus from time to time to update the disclosure set forth herein.
<TABLE>
<CAPTION>
SECURITIES SECURITIES PERCENTAGE
NAME OF BENEFICIALLY SECURITIES BENEFICIALLY OWNERSHIP
SELLING OWNED PRIOR TO OFFERED OWNED AFTER AFTER
SHAREHOLDER OFFERING(1) FOR SALE OFFERING(2) OFFERING
----------- -------------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Bulldog Capital 398,834 398,834(3) 0 *
Management Limited
Partnership
Polaris Prime 54,387 54,387(4) 0 *
Directional Hedge, L.P.
MD Strategic L.P. 933,448 609,040(5) 324,408 6%
MDV IV L.P. 164,010 164,010(6) 0 *
Peter Tapinis 9,501 9,501(7) 0 *
Mary Whalen 62,005 62,005(8) 0 *
Thomas Scarola 9,501 9,501(9) 0 *
David Whalen 12,001 12,001(10) 0 *
Michael Whalen 12,001 12,001(11) 0 *
Michael Petrycki 19,002 19,002(12) 0 *
Castle Rock Partners 38,004 38,004(13) 0 *
Greg Brundage 8,849 8,849(14) 0 *
William James Bell 1993 47,505 47,505(15) 0 *
Trust
Craig Macnab 38,004 38,004(16) 0 *
</TABLE>
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<TABLE>
<CAPTION>
SECURITIES SECURITIES PERCENTAGE
NAME OF BENEFICIALLY SECURITIES BENEFICIALLY OWNERSHIP
SELLING OWNED PRIOR TO OFFERED OWNED AFTER AFTER
SHAREHOLDER OFFERING(1) FOR SALE OFFERING(2) OFFERING
----------- -------------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
NMDA Associates L.P. 28,503 28,503(17) 0 *
Cruttenden Family, L.P. 37,787 37,787(18) 0 *
Robert London 15,000 15,000(19) 0 *
Jack Baker 10,000 10,000(20) 0 *
Steve Balog 5,000 5,000(21) 0 *
John Bay 5,000 5,000(22) 0 *
Dennis Cameroon 2,000 2,000(23) 0 *
Fred Fraenkel 1,000 1,000(24) 0 *
Frederick L. Friedman 20,000 20,000(25) 0 *
Impley Investments 2,500 2,500(26) 0 *
Gavin Kleinknecht 1,500 1,500(27) 0 *
Keir Kleinknecht 1,500 1,500(28) 0 *
Peter Kleinknecht 1,000 1,000(29) 0 *
Sabrina Kleinknecht 1,500 1,500(30) 0 *
Robert Lavinia 5,000 5,000(31) 0 *
Len Lichter 10,000 10,000(32) 0 *
ADMN Associates 103,722 103,000(33) 722 *
Meyer Duffy Ventures 20,000 20,000(34) 0 *
III
Boyce Wells Meyer 112,700 7,500(35) 105,200 2%
Trust
Ralph Rabman 1,000 1,000(36) 0 *
Hortense K. Seybolt as 2,500 2,500(37) 0 *
Trustee for the Gigi
1971 Trust
Stanton Weissenborn 25,685 5,000(38) 20,685 *
Leigh Welles 500 500(39) 0 *
Keith Zobrist 2,500 2,500(40) 0 *
Alexander Garrin 833 833(41) 0 *
Kristoffer Garrin 833 833(42) 0 *
</TABLE>
9
<PAGE> 13
<TABLE>
<CAPTION>
SECURITIES SECURITIES PERCENTAGE
NAME OF BENEFICIALLY SECURITIES BENEFICIALLY OWNERSHIP
SELLING OWNED PRIOR TO OFFERED OWNED AFTER AFTER
SHAREHOLDER OFFERING(1) FOR SALE OFFERING(2) OFFERING
----------- -------------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Nicholas Garrin 833 833(43) 0 *
Tandem Capital, Inc. 457,500 457,500(44) 0 *
Austost Anstalt 323,050 323,050(45) 0 *
Schaan
Tusk Investments, Inc. 323,050 323,050(45) 0 *
Nesher, Inc. 46,150 46,150(45) 0 *
Amro International, 184,600 184,600(45) 0 *
S.A.
Guarantee & Finance, 46,150 46,150(45) 0 *
Corp.
Settondown Capital 51,640 51,640(45) 0 *
International, Ltd.
Collinsville Holdings 25,667 25,667 0 *
Ltd.
M.J. Segal & Company, 25,000 25,000(46) 0 *
Inc.
</TABLE>
- --------------------
* Less than 1%.
(1) Based upon 5,137,590 shares of common stock outstanding as of August
23, 1999. Except as otherwise noted herein, the number and percentage
of shares beneficially owned is determined in accordance with Rule
13d-3 of the Exchange Act, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rule, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and
also any shares which the individual has the right to acquire within
60 days of the date of this prospectus through the exercise of any
stock option or other right. Unless otherwise indicated in the
footnotes, each person has sole voting and investment power, or
shares such powers with his or her spouse, with respect to the shares
shown as beneficially owned.
(2) Assumes the sale of all shares of common stock offered hereby.
(3) Includes 343,834 shares of common stock issued upon conversion of
Series C Preferred Stock and 55,000 shares of common stock issued
upon the exercise of Series F Warrants.
(4) Includes 46,887 shares of common stock issued upon conversion of
Series C Preferred Stock and 7,500 shares of common stock issued upon
the exercise of Series F Warrants.
(5) MD Strategic L.P. is an investment partnership in which Meyer Duffy
Asset Management, LLC is the general partner. Mr. Donald J. Duffy, a
director of Bikers Dream, is a member of Meyer Duffy Asset
Management, LLC. Shares beneficially owned by MD Strategic L.P.
include 396,040 shares of common stock issued upon conversion of
Series C Preferred Stock, 160,000 shares of common stock issuable
upon
10
<PAGE> 14
the exercise of Series F Warrants, and 53,000 shares of common stock
issuable upon the exercise of Series E Warrants.
(6) MDV IV L.P. is an investment partnership in which Meyer Duffy Asset
Management, LLC is the general partner. Mr. Donald J. Duffy, a
director of Bikers Dream, is a member of Meyer Duffy Asset Management
LLC. Shares beneficially owned by MDV IV L.P. include 99,010 shares
of common stock issued upon conversion of Series C Preferred Stock
and 65,000 shares of common stock issuable upon the exercise of
Series F Warrants.
(7) Includes 8,251 shares of common stock issued upon conversion of
Series C Preferred Stock and 1,250 shares of common stock issuable
upon the exercise of Series F Warrants.
(8) Includes 49,505 shares of common stock issued upon conversion of
Series C Preferred Stock and 7,500 shares of common stock issuable
upon the exercise of Series F Warrants. and 5,000 shares of common
stock issuable upon exercise of Series E Warrants.
(9) Includes 8,251 shares of common stock issued upon conversion of
Series C Preferred Stock and 1,250 shares of common stock issuable
upon the exercise of Series F Warrants.
(10) Includes 8,251 shares of common stock issued upon conversion of
Series C Preferred Stock, 1,250 shares of common stock issuable upon
the exercise of Series F Warrants and 2,500 shares of common stock
issuable upon the exercise of Series E Warrants.
(11) Includes 8,251 shares of common stock issued upon conversion of
Series C Preferred Stock, 1,250 shares of common stock issuable upon
the exercise of Series F Warrants and 2,500 shares of common stock
issuable upon the exercise of Series E Warrants.
(12) Includes 16,502 shares of common stock issued upon conversion of
Series C Preferred Stock and 2,500 shares of common stock issuable
upon the exercise of Series F Warrants.
(13) Includes 33,004 shares of common stock issued upon conversion of
Series C Preferred Stock and 5,000 shares of common stock issuable
upon the exercise of Series F Warrants.
(14) Includes 7,599 shares of common stock issued upon conversion of
Series C Preferred Stock and 1,250 shares of common stock issuable
upon the exercise of Series F Warrants.
(15) Includes 41,255 shares of common stock issued upon conversion of
Series C Preferred Stock and 6,250 shares of common stock issuable
upon the exercise of Series F Warrants.
(16) Includes 33,004 shares of common stock issued upon conversion of
Series C Preferred Stock and 5,000 shares of common stock issuable
upon the exercise of Series F Warrants.
(17) Includes 24,753 shares of common stock issued upon conversion of
Series C Preferred Stock and 3,750 shares of common stock issuable
upon the exercise of Series F Warrants.
(18) Includes 32,787 shares of common stock issued upon conversion of
Series C Preferred Stock and 5,000 shares of common stock issuable
upon the exercise of Series F Warrants.
(19) Includes 15,000 shares of common stock issuable upon the exercise of
Series F Warrants.
(20) Includes 10,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(21) Includes 5,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(22) Includes 5,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(23) Includes 2,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
11
<PAGE> 15
(24) Includes 1,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(25) Includes 20,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(26) Includes 2,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(27) Includes 1,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(28) Includes 1,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(29) Includes 1,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(30) Includes 1,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(31) Includes 5,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(32) Includes 10,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(33) Includes 103,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(34) Meyer Duffy Ventures III is an investment partnership in which Meyer
Duffy Asset Management, LLC is the general partner. Mr. Donald J.
Duffy, a director of Bikers Dream, is a member of Meyer Duffy Asset
Management LLC. Shares beneficially owned by Meyer Duffy Ventures III
include 20,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(35) Includes 7,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(36) Includes 1,000 shares of common stock issuable upon the exercise of
Series E Warrants.
(37) Includes 2,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(38) Includes 5,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(39) Includes 500 shares of common stock issuable upon the exercise of the
Series E Warrants.
(40) Includes 2,500 shares of common stock issuable upon the exercise of
the Series E Warrants.
(41) Includes 833 shares of common stock issuable upon the exercise of the
Series E Warrants.
(42) Includes 833 shares of common stock issuable upon the exercise of the
Series E Warrants.
(43) Includes 833 shares of common stock issuable upon the exercise of the
Series E Warrants.
(44) Includes 457,500 shares of common stock issuable in connection with
the exercise of warrants.
(45) Includes the following shares of common stock issuable upon the
conversion of Series D Preferred Stock: Austost Anstalt Schaan
(310,800); Tusk Investments, Inc. (310,800); Nesher, Inc. (44,400);
Amro International, S.A. (177,600); Guarantee & Finance Corp.
(44,400); and Settondown Capital International, Ltd. (26,640).
Includes the following shares of common stock issuable upon the
exercise of Series G Warrants to purchase common stock issued in
conjunction with Series D Preferred Stock: Austost Anstalt Schaan
(12,250); Tusk Investments, Inc. (12,250); Nesher, Inc. (1,750); Amro
International, S.A. (7,000); Guarantee & Finance Corp. (1,750); and
Settondown Capital International, Ltd. (25,000). The number of shares
of common stock shown as beneficially owned prior to the offering by
the selling shareholders holding Series D Preferred Stock represents
an estimate of the number of shares of common stock to be offered by
such selling shareholders. The actual number of shares of common
stock issuable upon conversion of the Series D Preferred Stock is
indeterminate, is subject to adjustment and could be materially less
or more than such estimated number depending on factors which cannot
be predicted by
12
<PAGE> 16
Bikers Dream at this time, including, among other factors, the future
market price of the common stock and shareholder approval of the
conversion of the Series D Preferred Stock in accordance with the
terms of the subscription agreement governing the terms of sale of
such Series D Preferred Stock. The total number of shares of common
stock listed in the table as issuable upon conversion of the Series D
Preferred Stock represents 14,800 shares of common stock for each
$25,000 of stated value of Series D Preferred Stock subscribed for by
the Series D holders and one share of common stock for each warrant
to purchase common stock held by such holders. The actual number of
shares of common stock issuable upon conversion of the Series D
Preferred Stock shall equal the sum of the stated value of $1,000 per
share, as adjusted for any stock dividends, combinations or splits
with respect to such share, and accrued and unpaid dividends on such
share, divided by the conversion price. The conversion price shall be
equal to the lesser of: (1) 110% of the average closing bid price of
Bikers Dream common stock for the trading day immediately preceding
the date of the issuance of the shares of Series D Preferred Stock;
or (2) at 90% of the average of the four lowest closing bid prices
for the 22 trading days immediately preceding the conversion of the
respective shares of Series D Preferred Stock. The closing bid price
means the closing bid price of Bikers Dream common stock as reported
by Nasdaq or the principal exchange or market where traded. Such
number of shares issuable upon conversion of the Series D Preferred
Stock may be less than or greater than the number of shares shown as
beneficially owned by the selling shareholders or otherwise covered
by this prospectus.
(46) Includes 25,000 shares of common stock issuable upon exercise of
options.
PLAN OF DISTRIBUTION
The shares being offered hereby will be offered and sold by the
selling shareholders named in this prospectus, by their donees or transferees,
or by their other successors in interest. Bikers Dream will not receive any of
the proceeds from the sale of the shares pursuant to this prospectus. Bikers
Dream has agreed to bear the expenses of the registration of the shares,
including legal and accounting fees, other than fees of counsel, if any,
retained individually by the selling shareholders, and any discounts or
commissions payable with respect to sales of the shares.
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 Bikers Dream 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 . Such compensation may be in excess of customary
commissions.
From time to time, one or more of the selling shareholders may pledge
or grant a security interest in some or all of the shares owned by them. If the
selling shareholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time by
this prospectus (except, in some cases, if the pledgees or secured parties are
broker-dealers or are affiliated with broker-dealers). The selling shareholders
also may transfer and donate shares in other circumstances. Transferees and
donees may also offer and sell the shares from time to time by this prospectus
(except, in some cases, if the transferees or donees are broker-dealers or are
affiliated with broker-dealers). The number of shares beneficially owned by
selling shareholders will decrease as and when the selling shareholders transfer
or donate their shares or default in performing obligations secured by their
shares. The plan of distribution for the
13
<PAGE> 17
shares offered and sold under this prospectus will otherwise remain unchanged,
except that the transferees, donees, pledgees, other secured parties or other
successors in interest will be selling shareholders for purposes of this
prospectus. If we are notified that a donee, pledgee or other successor in
interest of a selling shareholder intends to sell more than 500 shares of our
common stock, we will file a supplement to this prospectus which includes all of
the information required to be disclosed by Item 507 of Regulation S-K. Further,
Bikers Dream will file a post-effective amendment to this registration statement
upon any change in the plan of distribution.
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 Securities Act of 1933, and any commissions
received by them and any profit realized by them on the resale of the shares as
principals may be deemed underwriting compensation under the Securities Act of
1933.
Bikers Dream has agreed to indemnify certain of the selling
shareholders against liabilities they may incur as a result of any untrue
statement of a material fact in the Registration Statement of which this
prospectus forms a part, or any omission herein or therein to state a material
fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading. Such indemnification
includes liabilities that such selling shareholders may incur under the
Securities Act of 1933. Bikers Dream does not have to give such indemnification
if the untrue statement or omission was made in reliance upon and in conformity
with information furnished in writing to Bikers Dream by the selling shareholder
for use in the Registration Statement.
Bikers Dream has advised the selling shareholders of (1) the
requirement for delivery of this prospectus in connection with any sale of the
shares, and (2) the relevant cooling off period specified by Regulation M and
restrictions upon the selling shareholders' bidding for or purchasing securities
of Bikers Dream during the distribution of shares.
TRANSFER AGENT
The transfer agent for Bikers Dream's common stock is American
Securities Transfer, Incorporated, 1825 Lawrence Street, Suite 444, Denver,
Colorado 80202.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the
securities offered hereby will be passed upon for Bikers Dream by Miller &
Holguin, attorneys at law, Los Angeles, California.
EXPERTS
The consolidated financial statements of Bikers Dream contained in
the Annual Report on Form 10-KSB/A of Bikers Dream for the year ended December
31, 1998 and incorporated in this prospectus by reference, have been so included
in reliance on the report of Singer Lewak Greenbaum & Goldstein, LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
14
<PAGE> 18
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy and information
statements and other information with the Securities and Exchange Commission.
Our SEC filings are available to the public over the Internet at the SEC's web
site at http://www.sec.gov. You may also read and copy any document we file at
the SEC's public reference rooms located at Room 1024, Judiciary Plaza, 450 5th
Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. You may obtain information on the operation of the
SEC's public reference rooms by calling the SEC at 1-800-SEC-0330.
The SEC allows us to "incorporate by reference" the information we
file with them. This prospectus incorporates important business and financial
information about Bikers Dream which is not included in or delivered with this
prospectus. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information.
We incorporate by reference the following documents:
- our Annual Report on Form 10-KSB/A for the year ended
December 31, 1998 as filed on August 17, 1999;
- our current report on Form 8-K filed on February 10, 1999;
- our report on Form 10-QSB/A for the quarter ended March
31, 1999 as filed on August 17, 1999;
- our report on Form 10-QSB for the quarter ended June 30,
1999 as filed on August 23, 1999;
- our Proxy Statement filed on August 19, 1999 in connection
with Bikers Dream's Annual Meeting of Stockholders to be
held on September 23, 1999;
- our Addendum to Proxy Statement filed on August 23, 1999
in connection with Bikers Dream's Annual Meeting of
Stockholders to be held on September 23, 1999;
- the description of our class of common stock as set forth
under Item 1 of our Form 8-A registration statement filed
on March 17, 1987 and under "Description of Securities" in
our Form S-18 registration statement No. 33-9879-LA filed
on October 30, 1986, together with the following updating
information: (1) footnote 8 to the Consolidated Financial
Statements in our Quarterly Report on Form 10-QSB for the
period ended September 30, 1996; (2) paragraph one of Item
2, Part II ("Changes in Securities"), of our Quarterly
Report on Form 10-QSB for the period ended September 30,
1997; and (3) footnote 11 to the Consolidated Financial
Statements our Quarterly Report on Form 10-QSB for the
period ended March 31, 1998; and
15
<PAGE> 19
- future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the shares offered by the selling
shareholders have been sold.
You may obtain a copy of these filings, without charge, by writing or
calling us at:
Bikers Dream, Inc.
3810 Wacker Drive
Mira Loma, California 91752
Attention: Mr. Herm Rosenman
(909) 360-2500
If you would like to request these filings from us, please do so at least
five business days before you have to make an investment decision.
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by reference is
accurate as of any date other than on the front of those documents.
----------------------
16
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses in connection with the
distribution described in this Registration Statement will be as shown below.
All expenses incurred with respect to the distribution, except for fees of
counsel, if any, retained individually by the selling shareholders and any
discounts or commissions payable with respect to sales of the shares, will be
paid by Bikers Dream. See "Plan of Distribution."
<TABLE>
<S> <C>
SEC registration fee ....... $ 3,391.32
Printing expenses .......... 15,000.00
Accounting fees and expenses 3,000.00
Legal fees and expenses .... 35,000.00
Miscellaneous .............. 5,000.00
-------------
Total .............. $ 61,391.32
=============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The liability of the Registrant's officers and 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.
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
II-1
<PAGE> 21
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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBITS
The following exhibits are filed or incorporated by reference as part of this
Registration Statement.
3.1 Articles of Incorporation, as amended, of Bikers Dream,
Inc. (formerly known as HDL Communications)(1)
3.1.1 Certificate of Amendment of Articles of Incorporation
dated June 21, 1996(2)
3.1.2 Certificate of Correction of Certificate of Amendment of
Articles of Incorporation dated July 25, 1997(3)
3.1.3 Certificate of Ownership of HDL Communications (now known
as Bikers Dream, Inc.)(1)
3.1.4 Certificate of Determination of Series B Convertible
Preferred Stock(3)
3.1.5 Certificate of Determination of Series C Convertible
Preferred Stock(4)
3.1.6 Certificate of Determination of Series D Convertible
Preferred Stock(5)
3.2 Bylaws, as amended, of Bikers Dream, Inc.(1)
4.1 Form of Certificate of Common Stock of Bikers Dream,
Inc.(6)
4.2 Articles of Incorporation of the Company, as amended
(included as Exhibits 3.1, 3.1.1, 3.1.2, 3.1.4, 3.1.5 and
3.1.6)
4.3 By-laws , as amended, of the Company (included as Exhibit
3.2).
4.4 Form of Series D Preferred Stock Subscription Agreement(5)
5.1 Form of Opinion of Miller & Holguin as to the legality of
the securities being registered.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
II-2
<PAGE> 22
23.2 Consent of Miller & Holguin (included in its opinion filed
as Exhibit 5.1)
- ----------
(1) Previously filed as an exhibit to Bikers Dream's registration
statement on Form SB-2 (No. 33- 92294) filed with the Commission on
May 31, 1995.
(2) Previously filed as an exhibit to Bikers Dream's Form 10-KSB report
for the fiscal year ended December 31, 1996 filed with the Commission
on April 15, 1997.
(3) Previously filed as an exhibit to Bikers Dream's Form 10-QSB report
for the fiscal quarter ended September 30, 1997 filed with the
Commission on November 14, 1997.
(4) Previously filed as an exhibit to Bikers Dream's Form 10-QSB report
for fiscal quarter ended March 30, 1998 filed with the Commission on
May 15, 1998.
(5) Previously filed as an exhibit to this registration statement on Form
S-3 (No. 333-72167) as originally filed with the Commission on
February 11, 1999.
(6) Previously filed as an exhibit to Bikers Dream's Form 10-KSB report
for the fiscal year ended December 31, 1998 filed with the Commission
on April 15, 1999.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales
are being made, a post-effective amendment to
this registration statement to include any
additional or changed material information on the
plan of distribution;
(2) For determining liability under the Securities
Act, treat each post-effective amendment as a new
registration statement of the securities offered,
and the offering of the securities at that time
to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain
unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
II-3
<PAGE> 23
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 24
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mira Loma, State of California, on August 25, 1999.
BIKERS DREAM, INC.
Registrant
By: /s/ HERM ROSENMAN
-------------------------------------
Herm Rosenman
Chief Executive Officer
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 Chief Executive Officer August 25, 1999
- -------------------------------- and Director
Herm Rosenman (Principal Executive Officer)
/s/ DONALD J. DUFFY Director August 25, 1999
- --------------------------------
Donald J. Duffy
/s/ HUMBERT POWELL III Director August 25, 1999
- --------------------------------
Humbert Powell III
/s/ JOHN RUSSELL Director August 25, 1999
- --------------------------------
John Russell
/s/ MICHAEL J. FISHER Chief Financial Officer August 25, 1999
- -------------------------------- (Principal Financial and
Michael J. Fisher Accounting Officer)
</TABLE>
II-5
<PAGE> 25
EXHIBITS INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE OF DOCUMENT
----------- -----------------
<S> <C>
3.1 Articles of Incorporation, as amended, of Bikers Dream,
Inc. (formerly known as HDL Communications)(1)
3.1.1 Certificate of Amendment of Articles of Incorporation
dated June 21, 1996(2)
3.1.2 Certificate of Correction of Certificate of Amendment of
Articles of Incorporation dated July 25, 1997(3)
3.1.3 Certificate of Ownership of HDL Communications (now known
as Bikers Dream, Inc.)(1)
3.1.4 Certificate of Determination of Series B Convertible
Preferred Stock(3)
3.1.5 Certificate of Determination of Series C Convertible
Preferred Stock(4)
3.1.6 Certificate of Determination of Series D Convertible
Preferred Stock(5)
3.2 Bylaws, as amended, of Bikers Dream, Inc.(1)
4.1 Form of Certificate of Common Stock of Bikers Dream,
Inc.(6)
4.2 Articles of Incorporation of the Company, as amended
(included as Exhibits 3.1, 3.1.1, 3.1.2, 3.1.4, 3.1.5 and
3.1.6)
4.3 By-laws , as amended, of the Company (included as Exhibit
3.2).
4.4 Form of Series D Preferred Stock Subscription Agreement(5)
5.1 Form of 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)
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(1) Previously filed as an exhibit to Bikers Dream's registration
statement on Form SB-2 (No. 33- 92294) filed with the Commission on
May 31, 1995.
(2) Previously filed as an exhibit to Bikers Dream's Form 10-KSB report
for the fiscal year ended December 31, 1996 filed with the Commission
on April 15, 1997.
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<PAGE> 26
(3) Previously filed as an exhibit to Bikers Dream's Form 10-QSB report
for the fiscal quarter ended September 30, 1997 filed with the
Commission on November 14, 1997.
(4) Previously filed as an exhibit to Bikers Dream's Form 10-QSB report
for fiscal quarter ended March 30, 1998 filed with the Commission on
May 15, 1998.
(5) Previously filed as an exhibit to this registration statement on Form
S-3 (No. 333-72167) as originally filed with the Commission on
February 11, 1999.
(6) Previously filed as an exhibit to Bikers Dream's Form 10-KSB report
for the fiscal year ended December 31, 1998 filed with the Commission
on April 15, 1999.
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<PAGE> 1
EXHIBIT 5.1
August 25, 1999
Bikers Dream, Inc.
3810 Wacker Drive
Mira Loma, CA 91752
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
Our opinion has been requested in connection with the Registration
Statement to which this opinion is filed as an exhibit.
We have examined the Registration Statement and have examined, and
have relied as to matters of fact upon, the originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records,
agreements, documents and other instruments and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such other and further investigations, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth. Based
on and subject to the above, it is our opinion that of the total 3,257,240
shares of common stock being registered, 1,183,851 shares which are currently
outstanding are duly authorized, legally issued, fully paid and non-assessable,
and 2,073,389 shares when issued as contemplated under the terms of the
warrants, the options and the convertible preferred stock governing their
issuance, will be duly authorized, legally issued, fully paid and
non-assessable.
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 and to the use of our name under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ MILLER & HOLGUIN
MILLER & HOLGUIN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in Amendment No. 2 to the
Registration Statement on Form S-3 of our report, dated April 2, 1999 (except
for Note 19, as to which the date is August 4, 1999), which appears in the
Annual Report on Form 10-KSB/A of Bikers Dreams, Inc. and subsidiaries for the
year ended December 31, 1998 (As restated). We also consent to the reference to
our Firm under the caption "Experts" in the aforementioned Registration
Statement.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
August 25, 1999
