As filed with the Securities and Exchange Commission on January 25, 1995
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LAMCOR INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1478017
(State or other jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
Highway 169 North, P.O. Box 70, Le Sueur, MN 56058
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (612) 332-1997
Copy to:
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
Approximate date of commencement of proposed sale to the public. From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest investment plans, please check ____
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 ____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check 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. ____
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of shares to be registered Amount to Proposed Proposed Amount of
be Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering Price
Share(1) (1)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 350,000 $2.75 $962,500 $331.89
Total $331.89
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. Based upon the average
of the high and low sales prices of the Company's Common Stock in the
over-the-counter market on January 23, 1996.
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.
PROSPECTUS
350,000 Shares
LAMCOR INCORPORATED
The 350,000 shares of Lamcor Incorporated, a Minnesota corporation
(Lamcor or the Company) will be offered for sale to the existing shareholders of
the Company on the basis of one share for each four shares owned by the
shareholder. The price of each share is $2.75.
The common stock of the Company is traded over-the-counter, and on
January 23, 1996 the last reported quote was bid $3.25, asked $2.75 per share.
The shareholders, or their transferees, from time to time may offer and
sell the shares directly or through agents or broker-dealers on terms to be
determined at the time of sale. To the extent required, the names of any agents
or broker-dealers, and applicable commissions or discounts and any other
required information with respect to any particular offer, will be set forth in
an accompanying Prospectus Supplement. See Plan of Distribution.
The shareholders and any agents or broker-dealers that participate in
the distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the Securities Act), and, in
such event, any commissions received by them and any profit on the resale of the
shares may be deemed to be underwriting commissions or discounts under the
Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 25, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
and other information with the Securities and Exchange Commission (the
Commission). Such reports, and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and the
Commission's Regional offices at 75 Park Place, 14th Floor, New York, New York
100007; 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036
and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from such facilities and the Public Reference Section
of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549 at prescribed
rates.
This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1933 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company are incorporated by reference into this Prospectus:
(1) The Company's annual report on Form 10-K for the fiscal year ended
September 30, 1995;
The Company will provide, without charge, to each person to whom a
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (not including
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for copies or such documents should be
directed to the Company, Highway 169 North, P.O. Box 70, Le Sueur, Minnesota
56058.
THE COMPANY
There are two basic processes that take place in the plant of the
company. First the roll of plastic film is laminated with another roll of film
to give it strength. The other is to apply a heat seal coating to the basic
material to act as a sealant, and is called a coated roll. This resulting roll
is either used in the next process, or sold to others as is. The laminated rolls
are sold to the meat industry, to other food packagers, and as a generic
product. The coated rolls are sold to snack food makers, to specialty food
manufacturers, and as a generic product. The product sales mix is about 10%
laminated rolls, 20% coated rolls, and 70% pouches, and are sold to wide variety
of customers. The company has been able in the past to keep the employees
employed full time as a result, since it can sell this basic laminated roll to
any number of customers.
The other process takes the laminated roll of plastic film, folds it
over, and makes a pouch, or bag. This machine seals the pouch on three sides,
cuts it to the desired length, and is able to make the folded over roll wide
enough to make two pouches at the same time. These are sold in standard sizes,
and some to customers specifications, and may be up to 35 inches wide.
The pouch that comes from this process is then used for packaging
products. The customer takes the pouch, inserts the product, removes the air
from the pouch, and seals the fourth side. This removal of air causes the
plastic pouch to collapse around the product and the result is the package found
in most stores. Some processors do this by machine, but most pack the product in
the pouch by hand. The FDA has set standards for this type of plastic film pouch
for food products. The company meets these standards. The FDA standards are met
by the suppliers of the basic material; the company relies on these written
representations and its own testing to ensure that the FDA standards are met.
The pouches made by the Company are also used for medical products, and, in one
instance, as a bag for blankets.
The company has machinery that will enable it to custom make pouches
for various customers in different thicknesses and sizes.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares offered,
provided that all of them are sold, will be $955,161. The proceeds will be used
to purchase a printer and to expand the plant of the Company. The funds will be
used as follows:
Purchase printer $850.000
Expand plant $105,161
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Total $955,161
The Company intends to purchase a 6 color printing press, central
impression variety, to print the bags that it makes. This will enable the
Company to be able to sell completed bags to its customers, and will allow it
complete the printing at a lower cost.
PLAN OF DISTRIBUTION
The Company is offering to sell to its shareholders one share for each
four shares owned by the shareholder. Each shareholder will be sent a letter
explaining the plan, and will have 14 days to advise the Company if he desires
to purchase the shares, and will be given the option to purchase more shares in
the event that there are shares not sold. In the event that he does not desire
to purchase the shares the shares will be offered to shareholders that have
indicated a desire to purchase more shares. The shares will not be sold in an
underwritten public offering, and no commissions will be paid.
DILUTION
As of September 30, 1995, the net tangible book value per common share
was $1.35. "Net Tangible book value" per common share represents the amount of
tangible assets of the Company reduced by the amount of its total liabilities
divided by the number of common shares outstanding. After giving effect to the
issuance and sale by the Company of 350,000 shares, the pro forma net tangible
book value at September 30, 1995 would have been $1.63 per share. The result is
an immediate dilution to investors of $1.12 per share. Dilution per share
represents the difference between the price per share paid by investors and the
pro forma net tangible book value at September 30, 1995.
The following table illustrates this per share dilution as of September
30, 1995:
Offering price per share $2.75
Net tangible book value before offering $1.35
Adjusted net tangible book value after offering $1.63
Dilution to investors $1.12
DESCRIPTION OF SECURITIES
The company has authorized 10,000,000 shares of stock, no par value.
Each holder of common stock has one vote per share on all matters voted upon by
the shareholders. Such voting rights are noncumulative so that shareholders
holding more than 50% of the outstanding shares of common stock are able to
elect all members of the Board of Directors. There are no preemptive rights or
other rights of subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
LEGAL MATTERS
The legality of the shares will be passed upon for the Company by
Charles Clayton, Minneapolis, Minnesota.
EXPERTS
The financial statements of Lamcor Incorporated appearing in the
Company's Annual Report (Form 10-K) for the year ended September 30, 1995 have
been audited by House, Nezerka & Froelich, P.A., independent auditors, as set
forth in their report thereon, included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of Issuance and Distribution
Securities and Exchange Commission registration fee $ 339
Accounting fees $2,500
Legal fees $3,500
Printing and mailing $1,000
Total $7,339
Item 15. Indemnification of Directors and Officers
The only statute, charter provision, by-law contract or other
arrangement under which any director, officer or controlling person of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is set forth in the Registrant's Articles
of Incorporation, as amended, and in provisions of the Minnesota Corporation
Code and provide that in the event such statute is amended, the Registrant shall
indemnify such persons to the fullest extent permitted under Minnesota law.
However, under such statute, if a director, officer or controlling person is
unsuccessful on the merits in any proceeding, indemnification is authorized
under the statute only if such person is found to have meet the statutory
standard of conduct either by a majority vote of a quorum of directors who are
not parties to the action, by independent legal counsel in a written opinion, or
by a shareholder vote.
Additionally, as authorized under the Minnesota Corporation Code, the
Articles of Incorporation of the Registrant provide that no director of the
Registrant shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of his fiduciary duty as a director, except for
liability for (i) any breach of the duty of loyalty, (ii) acts or omission not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) acts in violation of Minnesota Corporation Code or any successor
legislation, or (iv) any transaction from which such director derives an
improper personal benefit. The Articles of Incorporation provide that with
respect to these provisions, such provisions shall be automatically amended in
the event that the proceeding statutory provisions are amended, modified
expanded or otherwise changed to provide that directors liability will be
limited to the fullest extent allowed under the law.
Item 16. Exhibits
5 Opinion of Counsel
23 Consent of Accountant
Item 17. Undertakings
(1) To 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 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:
(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(b)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(6) That, for the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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 Bloomington, State of Minnesota, on this ___ day of
January, 1996.
LAMCOR INCORPORATED
By: _________________________________
Leo Lund
Chairman of the Board of Directors
Date: ____________________________________
Toby Jensen, President
Date: ____________________________________
David Stewart, Director
Date: ____________________________________
Sue Jones, Director
Date: ____________________________________
Christopher Elliott, Director
CHARLES CLAYTON
ATTORNEY AT LAW
527 Marquette Avenue South
Mineapolis, MN 55402
612-338-3787
Fax 612-338-7508
January 25, 1996
Lamcor, Incorporated
Highway 169 North
Le Sueur, Minnesota
Gentlemen:
I have acted as counsel for the company in connection with the
preparation of the Registration Statement, and, based on this, I am of the
opinion that:
1. The company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Minnesota, with corporate
authority to conduct the business in which it is now engaged, and as described
in the Registration Statement.
2. The shares have been duly authorized, and, when issued and delivered
against payment, will be validly issued, fully paid and nonassessable and free
from preemptive rights, will be without cumulative voting rights and will
conform to the description in the Prospectus.
3. There is not pending, or to the knowledge of counsel, threatened,
any action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results of operations, present or prospective, of the company or of its
properties or assets.
I consent that this opinion be filed as an exhibit to the registration
statement, and to the use of my name in the registration statement under the
caption "Legal Matters."
Cordially,
/s/ Charles Clayton
Charles Clayton
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Lamcor, Incorporated
for the registration of 350,000 shares of its common stock and to the
incorporation by reference therein of our report dated November 20, 1995, with
respect to the financial statements and schedules of Lamcor, Incorporated
included in its Annual Report (Form 10-K) for the year ended September 30, 1995
filed with the Securities and Exchange Commission.
/s/ House, Nezerka & Froelich
Bloomington, Minnesota
January 23, 1996
