<PAGE> 1
As filed with the Securities and Exchange Commission on January 26, 2000
REGISTRATION NO. 333-90747
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
BIKERS DREAM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 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
---------------------
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. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Common stock 5,104,718(1) $.640625(2) $3,270,210(3) $863.34
====================================================================================================================
</TABLE>
(1) This Registration Statement as originally filed on November 12, 1999
covered the sale of 1,273,945 shares of common stock, for which a
registration fee of $459.31 was paid. This Amendment No. 1 covers an
additional 5,104,718 shares which are issuable upon conversion of Series
D Preferred Stock. 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 the
Registrant at this time, including, among other factors, the market
price of the common stock.
(2) Estimated solely for the purpose of calculating the registration fee,
and based, pursuant to Rule 457(c), on the average of the high and low
prices of the Registrant's common stock as reported by Nasdaq for
January 25, 2000, which date is within 5 business days prior to the
initial filing date of this Registration Statement.
(3) Does not include an additional 3,257,240 shares of common stock
previously registered by the Registrant under its Registration Statement
on Form S-3 (File No. 333-72167) which are included in a combined
prospectus herein pursuant to Rule 429 under the Securities Act of 1933.
A registration fee of $3,391.32 was previously paid in connection with
Registration Statement No. 333-72167.
-------------------
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.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT AS ORIGINALLY FILED BY THE REGISTRANT ON NOVEMBER 12, 1999 AND AS
AMENDED BY THIS AMENDMENT NO. 1 CONTAINS A COMBINED PROSPECTUS THAT ALSO
RELATES TO REGISTRATION STATEMENT NO. 333-72167 ON FORM S-3 PREVIOUSLY FILED BY
THE REGISTRANT ON FEBRUARY 11, 1999, AMENDED ON MAY 13, 1999 AND AUGUST 25,
1999, AND DECLARED EFFECTIVE ON AUGUST 27, 1999.
================================================================================
<PAGE> 3
Prospectus
BIKERS DREAM, INC.
9,635,903 SHARES OF COMMON STOCK
Shareholders of Bikers Dream, Inc. may offer and sell up to 9,635,903
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 January 24, 2000, the last reported sale price
of our common stock on Nasdaq was $.6563.
--------------------------
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 January 26, 2000
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
The Company................................................................ 2
Risk Factors............................................................... 2
Recent Developments........................................................ 8
Sales by Selling Shareholders.............................................. 8
Plan of Distribution....................................................... 14
Legal Matters.............................................................. 16
Experts.................................................................... 16
Where You Can Find More Information........................................ 17
</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."
<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 $19,000 to
$25,000. 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 five owned Bikers Dream
Superstores, approximately 30 independently owned Bikers Dream Superstores and
approximately 30 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.
2
<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.
3
<PAGE> 7
Bikers Dream needs to obtain a revolving credit facility in order 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 $300,000 bridge loan which Bikers Dream obtained in October 1998
from MD Strategic L.P., a partnership affiliated with Don Duffy, a former
director of Bikers Dream. The loan is evidenced by an unsecured note bearing
interest at 18% per annum and was originally due, together with accrued
interest, on the earlier of December 31, 1999 or upon receipt by Bikers Dream of
funds from a third-party lender. In January 2000, MD Strategic assigned the
note, on which there was accrued approximately $82,200 in interest and fees as
of January 24, 2000, to W3 Holdings, Inc. W3 Holdings has agreed to extend the
term of the note to March 31, 2000. Bikers Dream has also borrowed $280,000
under an 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. 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 January 20, 2000, the interest rate for advances on new vehicles
and used vehicles was 10.6% and 13.6%, respectively.
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 Finova Mezzanine Capital
Corporation, formerly known as Tandem Capital of Nashville, Tennessee. The loan
bears interest at 12% per annum and is secured by a first lien on 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 October 1999, when we
completed an offering of $500,000 of Series D Preferred Stock. The investors in
the October Series D Preferred Stock offering previously purchased $1,500,000 of
Series D Preferred Stock in February 1999.
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
2004, 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:
4
<PAGE> 8
- Announcements of financial results and other developments relating
to our business;
- 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 January 20, 2000, Bikers Dream had 702,194 shares of
Series B Preferred Stock and 1,750 shares of Series D Preferred Stock
outstanding. The number of shares of common stock issuable upon conversion of
the outstanding Series B Preferred Stock is less than 5% of the outstanding
common stock of Bikers Dream as of January 20, 2000. 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. 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
5
<PAGE> 9
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.
Under the rules of The Nasdaq Stock Market, prior to the receipt of
shareholder approval, the maximum number of shares which were originally
issuable upon conversion of the Series D Preferred Stock could not exceed
1,027,996. This number represented 19.9% of Bikers Dream's outstanding common
stock as of the date the Series D Preferred Stock was originally issued. Bikers
Dream obtained shareholder approval of the terms of the Series D transaction on
September 23, 1999. Pursuant to the terms of the Series D Preferred Stock, after
shareholder approval was obtained, the cap was removed on the number of common
shares into which shares of Series D Preferred Stock can be converted. As of
January 20, 2000, 310 shares of Series D Preferred Stock, plus accrued and
unpaid dividends on such shares, out of a total of 2,060 shares of Series D
Preferred Stock issued by Bikers Dream in February and October 1999, have been
converted into a total of 566,940 shares of common stock.
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 January 20, 2000, 1,472,583 previously issued warrants were outstanding at
exercise prices ranging from $1.82 to $5.00. As of January 20, 2000, 1,171,894
options were outstanding at prices ranging from $1.75 to $7.50, and 597,494 of
the options were fully vested. In addition, under the terms of the agreement
governing its $4.5 million term loan from Finova Mezzanine Capital Corporation,
Bikers Dream is obligated to issue to Finova Mezzanine Capital Corporation 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.
6
<PAGE> 10
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 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; and
- Failure to deliver common stock certificates in a timely fashion
after the conversion of Series D Preferred Stock.
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 January 20, 2000, $4.5 million remained outstanding
on the Finova Mezzanine Capital Corporation 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 703,944 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
9,296,056 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
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.
7
<PAGE> 11
RECENT DEVELOPMENTS
On January 18, 2000, Bikers Dream entered into a definitive agreement to
sell to V-Twin Holdings, Inc. the assets related to the operation of Bikers
Dream's retail division. The retail division sells and services motorcycles at
five Superstores in Santa Ana, Sacramento and San Diego, California, Dallas,
Texas, and Conover, North Carolina, and operates an e-commerce site for the sale
of motorcycle parts, accessories and apparel. The retail division also licenses
the Seller's intellectual property and use of its business model and operating
manuals to independently owned Bikers Dream Superstores.
The purchase price for the assets being sold is $3,500,000 which will be
paid in part through the issuance of a five year $1,000,000 promissory note
which pays interest at the rate of five per cent per annum and 166,667 shares of
V-Twin Holding's common stock valued at a price of six dollars per share. In
addition, V-Twin Holdings will assume certain liabilities relating to the
operation of the retail division, including Bikers Dream's obligations to repay
a $1.5 million credit line from Cycle Capital Corporation, an affiliate of
V-Twin Holdings. The promissory note will be secured in favor of Bikers Dream by
a first priority security interest in the assets being sold. However, this
security interest will be subject to any security interest in new motorcycles
granted by V-Twin Holdings to Cycle Capital Corporation and any other provider
of floor plan financing to V-Twin Holdings. The purchase price of $3,500,000
will be subject to adjustment after the settlement date, in the event the
original purchase cost of the assets of the retail division, as determined in
accordance with the provisions of the agreement between Bikers and V-Twin
Holdings, is less than or exceeds $3,500,000.
Bikers Dream will have the right to nominate one member of the board of
directors of V-Twin Holdings as long as the $1,000,000 promissory note remains
outstanding or for so long as Bikers Dream continues to hold at least 20,000
shares of V-Twin Holding's common stock. Bikers Dream has appointed Herm
Rosenman, president and chief executive officer of Bikers Dream, to fill this
board seat.
SALES BY SELLING SHAREHOLDERS
The selling shareholders are offering hereby a total of 9,635,903 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 January 20, 2000, 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.
8
<PAGE> 12
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(3)
----------- -------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Bulldog Capital 398,834 398,834(4) 0 *
Management Limited
Partnership
Polaris Prime 54,387 54,387(5) 0 *
Directional Hedge, L.P.
MD Strategic L.P. 537,408 397,758(6) 139,650 2.4%
MDV IV L.P. 164,010 164,010(7) 0 *
Peter Tapinis 1,250 1,250(8) 0 *
Mary Whalen 62,005 62,005(9) 0 *
Thomas Scarola 9,501 9,501(10) 0 *
David Whalen 12,001 12,001(11) 0 *
Michael Whalen 12,001 12,001(12) 0 *
Michael Petrycki 19,002 19,002(13) 0 *
Castle Rock Partners 38,004 38,004(14) 0 *
Greg Brundage 8,849 8,849(15) 0 *
William James Bell 47,505 47,505(16) 0 *
1993 Trust
Craig Macnab 38,004 38,004(17) 0 *
NMDA Associates L.P. 28,503 28,503(18) 0 *
Cruttenden Family, 37,787 37,787(19) 0 *
L.P.
Robert London 15,000 15,000(20) 0 *
Jack Baker 10,000 10,000(21) 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(3)
----------- -------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Steve Balog 5,000 5,000(22) 0 *
John Bay 5,000 5,000(23) 0 *
Dennis Cameroon 2,000 2,000(24) 0 *
Fred Fraenkel 1,000 1,000(25) 0 *
Frederick L. Friedman 20,000 20,000(26) 0 *
Impley Investments 2,500 2,500(27) 0 *
Gavin Kleinknecht 1,500 1,500(28) 0 *
Keir Kleinknecht 1,500 1,500(29) 0 *
Peter Kleinknecht 1,000 1,000(30) 0 *
Sabrina Kleinknecht 1,500 1,500(31) 0 *
Robert Lavinia 5,000 5,000(32) 0 *
Len Lichter 10,000 10,000(33) 0 *
ADMN Associates 103,722 103,000(34) 722 *
Meyer Duffy Ventures 20,000 20,000(35) 0 *
III
Boyce Wells Meyer 112,700 7,500(36) 105,200 1.8%
Trust
Ralph Rabman 1,000 1,000(37) 0 *
Hortense K. Seybolt as 2,500 2,500(38) 0 *
Trustee for the Gigi
1971 Trust
Stanton Weissenborn 25,685 5,000(39) 20,685 *
Leigh Welles 500 500(40) 0 *
Keith Zobrist 2,500 2,500(41) 0 *
Alexander Garrin 833 833(42) 0 *
</TABLE>
10
<PAGE> 14
<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(3)
----------- -------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Kristoffer Garrin 833 833(43) 0 *
Nicholas Garrin 833 833(44) 0 *
Finova Mezzanine Capital
Corporation 657,500 657,500(45) 0 *
Austost Anstalt Schaan 2,431,293 2,431,293(46) 0 *
Tusk Investments, Inc. 2,518,250 2,518,250(46) 0 *
Nesher, Inc. 347,328 347,328(46) 0 *
Amro International, 1,389,310 1,389,310(46) 0 *
S.A
Guarantee & Finance, 260,371 260,371(46) 0 *
Corp.
Settondown Capital 240,230 240,230(46) 0 *
International, Ltd.
Collinsville Holdings 25,667 25,667 0 *
Ltd.
M.J. Segal & 25,000 25,000(47) 0 *
Company, Inc.
P.V. II, L.P. 144,992 86,054(48) 58,938 1.0%
Mark L. Kesselman 351,000 100,000(49) 251,000 4.4%
</TABLE>
- ----------------------------------------
* Less than 1%.
(1) 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) Based upon 5,759,432 shares of common stock outstanding as of
January 20, 2000.
11
<PAGE> 15
(4) 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.
(5) 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.
(6) MD Strategic L.P. is an investment partnership in which Meyer Duffy
Asset Management, LLC is the general partner. Mr. Donald J. Duffy, a
former director of Bikers Dream, is a member of Meyer Duffy Asset
Management, LLC. Shares beneficially owned by MD Strategic L.P. include
160,000 shares of common stock issuable upon the exercise of Series F
Warrants, 184,758 shares of common stock issued upon conversion of
Series B Preferred Stock and 53,000 shares of common stock issuable upon
the exercise of Series E Warrants.
(7) MDV IV L.P. is an investment partnership in which Meyer Duffy Asset
Management, LLC is the general partner. Mr. Donald J. Duffy, a former
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.
(8) Includes 1,250 shares of common stock issuable upon the exercise of
Series F Warrants.
(9) 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.
(10) 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.
(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 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.
(13) 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.
(14) 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.
(15) 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.
(16) 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.
(17) 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.
(18) 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.
(19) 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.
12
<PAGE> 16
(20) Includes 15,000 shares of common stock issuable upon the exercise of
Series F Warrants.
(21) Includes 10,000 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 5,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(24) Includes 2,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(25) Includes 1,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(26) Includes 20,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(27) Includes 2,500 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 1,500 shares of common stock issuable upon the exercise of the
Series E Warrants.
(30) Includes 1,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(31) Includes 1,500 shares of common stock issuable upon the exercise of the
Series E Warrants.
(32) Includes 5,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(33) Includes 10,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(34) Includes 103,000 shares of common stock issuable upon the exercise of
the Series E Warrants.
(35) Meyer Duffy Ventures III is an investment partnership in which Meyer
Duffy Asset Management, LLC is the general partner. Mr. Donald J. Duffy,
a former 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.
(36) Includes 7,500 shares of common stock issuable upon the exercise of the
Series E Warrants.
(37) Includes 1,000 shares of common stock issuable upon the exercise of
Series E Warrants.
(38) Includes 2,500 shares of common stock issuable upon the exercise of the
Series E Warrants.
(39) Includes 5,000 shares of common stock issuable upon the exercise of the
Series E Warrants.
(40) Includes 500 shares of common stock issuable upon the exercise of the
Series E Warrants.
(41) Includes 2,500 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 833 shares of common stock issuable upon the exercise of the
Series E Warrants.
(45) Includes 657,500 shares of common stock issuable in connection with the
exercise of warrants.
13
<PAGE> 17
(46) Includes the following shares of common stock issuable upon the
conversion of Series D Preferred Stock: Austost Anstalt Schaan
(2,413,793); Tusk Investments, Inc. (2,500,000); Nesher, Inc. (344,828);
Amro International, S.A. (1,379,310); Guarantee & Finance Corp.
(258,621); and Settondown Capital International, Ltd. (206,897). Also
includes the following shares of common stock issuable upon the exercise
of warrants to purchase common stock issued in conjunction with Series D
Preferred Stock: Austost Anstalt Schaan (17,500); Tusk Investments, Inc.
(18,250); Nesher, Inc. (2,500); Amro International, S.A. (10,000);
Guarantee & Finance Corp. (1,750); and Settondown Capital International,
Ltd. (33,333). The number of shares of common stock shown as
beneficially owned both prior to and after 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 Bikers Dream at
this time, including, among other factors, the future market price of
the common stock. The common stock being registered under this
registration statement includes approximately 87,218 shares of common
stock for each $25,000 of stated value of Series D Preferred Stock
subscribed for by the Series D holders. The common stock being
registered under this registration statement also includes one share of
common stock for each warrant to purchase common stock held by the
holders of Series D Preferred Stock. 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. Therefore, the 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.
(47) Includes 25,000 shares of common stock issuable upon exercise of
options.
(48) P.V. II, L.P. is an investment partnership in which Meyer Duffy Asset
Management, LLC is the general partner. Mr. Donald J. Duffy, a former
director of Bikers Dream, is a member of Meyer Duffy Asset Management,
LLC. Shares beneficially owned by P.V. II, L.P. include 86,054 shares of
common stock issued upon conversion of Series B Preferred Stock.
(49) Includes 100,000 shares of common stock issuable upon conversion 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
14
<PAGE> 18
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 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 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.
15
<PAGE> 19
TRANSFER AGENT
The transfer agent for Bikers Dream's common stock is American
Securities Transfer, Incorporated, 12039 West Alameda Parkway, Suite Z2,
Lakewood, Colorado 80228.
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.
16
<PAGE> 20
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 current report on Form 8-K filed on February 10, 1999;
- our Annual Report on Form 10-KSB/A for the year ended December 31,
1998 as filed on August 17, 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 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 held
on September 23, 1999;
- our current report on Form 8-K filed on October 21, 1999;
- our current report on Form 8-K filed on January 26, 2000;
- 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
17
<PAGE> 21
- 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.
----------------------
18
<PAGE> 22
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>
<CAPTION>
<S> <C>
SEC registration fee................................. $ 863.34
Printing expenses.................................... 5,000.00
Accounting fees and expenses......................... 3,000.00
Legal fees and expenses.............................. 10,000.00
Miscellaneous........................................ --
------------
Total........................................ $ 18,863.34
============
</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> 23
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.
The following exhibits are filed or incorporated by reference as part of this
Registration Statement.
2.1 Asset Purchase Agreement dated January 18, 2000, between
Bikers Dream, Inc. and V-Twin Holdings, Inc.(8)
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)
4.5 Form of Series D First Put Preferred Stock Subscription
Agreement.(7)
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> 24
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 Bikers Dream's registration statement
on Form S-3 (No. 333-72167) as 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.
(7) Previously filed as an exhibit to Bikers Dream's registration statement
on Form S-3 (No. 333-90747) as filed with the Commission on November 12,
1999.
(8) Previously filed as an exhibit to Bikers Dream's Form 8-K as filed
on January 26, 2000.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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;
II-3
<PAGE> 25
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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 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; and
(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; and
(b) 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 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.
(h) 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 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> 26
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 January 26, 2000.
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 January 26, 2000
- -------------------------------- and Director
Herm Rosenman (Principal Executive Officer)
/s/ Humbert Powell III Director January 26, 2000
- --------------------------------
Humbert Powell III
/s/ John Russell Director January 26, 2000
- --------------------------------
John Russell
/s/ Michael J. Fisher Chief Financial Officer January 26, 2000
- -------------------------------- (Principal Financial and
Michael J. Fisher Accounting Officer)
</TABLE>
II-5
<PAGE> 27
EXHIBITS INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- -----------------
<S> <C>
2.1 Asset Purchase Agreement dated January 18, 2000, between
Bikers Dream, Inc. and V-Twin Holdings, Inc.(8)
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)
4.5 Form of Series D First Put Preferred Stock Subscription Agreement.(7)
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).
</TABLE>
- ---------------------
(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.
II-6
<PAGE> 28
(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 Bikers Dream's Form S-3 registration
statement No. 333-72167 as 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.
(7) Previously filed as an exhibit to Bikers Dream's registration statement
on Form S-3 (No. 333-90747) as filed with the Commission on November 12,
1999.
(8) Previously filed as an exhibit to Bikers Dream's Form 8-K as filed on
January 26, 2000.
II-7
<PAGE> 1
EXHIBIT 5.1
January 26, 2000
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 9,635,903 shares of common
stock being registered, 1,453,663 shares which are currently outstanding are
duly authorized, legally issued, fully paid and non-assessable, and 8,182,240
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 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 Dream, 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
January 26, 2000
