As filed with the Securities and Exchange
Commission on June 29, 1998.
Registration No. 333-_____
- ------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
UNITED SHIELDS CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1049047
(State or other (I.R.S. Employer
jurisdiction of Grand Baldwin Building Identification No.)
655 Eden Park Drive,
Suite 260
Cincinnati, Ohio 45202-2000
(513) 241-7470
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
________________
T.J. Tully
Grand Baldwin Building
655 Eden Park Drive, Suite 260
Cincinnati, Ohio 45202-2000
(513) 241-7470
Fax: (513) 412-3632
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_________________
Copy to:
Charles F. Hertlein, Jr.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8315
Fax: (513) 977-8141
Approximate date of commencement of proposed sale to the public; As
soon as practicable after this Registration Statement becomes
effective.
_________________
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, check the following box. __X__
If the registrant elects to deliver its latest annual report to
Security holders, or a complete and liable facsimile thereof,
pursuant to Item 11(a)(1) of this Form, 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.
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
Title of
Each Proposed
Class of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
Common 993,384 $3.50 (1) $3,476,844 $1,026
Stock
(1) Estimated solely for the purpose of calculating the amount of
the registration fee.
_______________
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 this Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
__________________________________________________________________<PAGE>
PROSPECTUS
993,384 Shares
UNITED SHIELDS CORPORATION
Common Stock
_______________
Certain selling shareholders (the "Selling Shareholders") are
offering for sale pursuant to this Prospectus up to 993,384 shares
(the "Shares") of the common stock without par value ("Common
Stock") of United Shields Corporation (the "Company"). The Selling
Shareholders originally acquired the Shares from the Company in
December 1997 pursuant to the merger into a wholly-owned subsidiary
of the Company of R.P. Industries, Inc. See "Selling Shareholders."
The Company will not receive any proceeds from the sale of Shares
hereunder.
The Shares may be sold from time to time by the Selling
Shareholders (or their pledges or donees) in one or more
transactions (which may include block transactions in the National
Association of Securities Dealers ("NASD") OTC Bulletin Board), in
negotiated transactions or otherwise, at prices then prevailing or
at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares directly to purchasers or to or
through broker-dealers which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both. In effecting
sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Commissions or
discounts which may be received by brokers or dealers are not
expected to exceed those customary in the type of transactions
involved. The Selling Shareholders and any persons who act as
broker-dealers in connection with the sale of the Shares offered
hereby might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them, and any
profit on the resale of the Shares as principal, may under certain
circumstances be deemed to be underwriting discounts and commissions
under the Securities Act.
All expenses of registration of the Shares under the Securities
Act and applicable state laws will be borne by the Company. Any
commission expenses and brokerage fees, the fees of counsel to the
Selling Shareholders and any applicable taxes are payable
individually by the Selling Shareholders.
The Common Stock is traded on the over-the-counter and quoted
on the NASD OTC Bulletin Board under the symbol "UNSC". On June 25,
1998, the closing price of the Common Stock on the NASD OTC Bulletin
Board was $3.50 per share.
See "RISK FACTORS" on page 2 of this Prospectus for a
discussion of certain factors that should be considered by
prospective purchasers of the Shares.
__________
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 June 30, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act")
pursuant to Section 15(d) thereof, and in accordance therewith 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 Room of the Commission, Room 1024, 450 Fifth Street, NW,
Washington, D.C. and at the Commission's regional offices at 500
West Madison Street, 14th Floor, Chicago, Illinois 60661 and Two
World Trade Center, Suite 1300, New York, New York 10048. Copies of
this material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, NW, Washington, D.C. 20549, at
prescribed rates. The Commission also maintains an Internet website
at http://www.sec.gov from which copies of documents electronically
filed with the Commission may also be obtained.
The Company has filed with the Commission in Washington, D.C.,
a Registration Statement on Form S-2 (the "Registration Statement")
under the Securities Act, with respect to the Shares offered by this
Prospectus. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits thereto. For
further information with respect to the Company and the Shares,
reference is made to the Registration Statement and the exhibits
incorporated therein by reference or filed as a part thereof.
Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement
or other document filed or incorporated by reference as an exhibit
to the Registration Statement, reference is made to the exhibit for
a complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such
reference.
A copy of the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1997 and the Company's Quarterly Report on
Form 10-QSB for the period ended March 31, 1996 are being delivered
with this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are hereby incorporated by reference: (i) Annual Report
on Form 10-KSB for the year ended December 31, 1997; and (ii)
Quarterly Report on Form 10-QSB for the quarter ended March 31,
1998.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Shares covered by this Prospectus shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a Prospectus is delivered upon written or oral request of such
person, a copy of any or all documents incorporated herein by
reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such
documents). Requests for copies should be directed to T.J. Tully,
Grand Baldwin Building, 655 Eden Park Drive, Suite 260, Cincinnati,
Ohio 45202-2000, telephone (513) 241-7470.
TABLE OF CONTENTS
Available Information ii
Incorporation of Certain Documents by Reference ii
The Company 1
Risk Factors 1
Selling Shareholders 1
Plan of Distribution 2
Legal Matters 3
Experts 3
No person is authorized to give any information or make any
representations other than those contained or incorporated by
reference in this Prospectus, in connection with the offering
referred to herein and, if given or made, such information or
representation must not be relied upon as having been authorized by
the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy
the securities registered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained or
incorporated by reference herein is correct as of any time
subsequent to its date.
<PAGE>
THE COMPANY
The Company is a holding and marketing company which intends to
acquire operating companies engaged in blow molding and injection
molding plastics businesses in a range of press capacities from 20
ton to 3000 ton clamp pressure, providing a fully integrated company
which can provide its customers with "one-stop shopping" for their
blow molding and injection molding needs. Additionally, the Company
intends to further develop its existing food and beverage packaging
business. The Company is seeking potential acquisition candidates
involved in blow molding and injection molding plastics
manufacturing, production, packaging, and distribution that will
complement the Company's business and increase the Company's asset
and revenue base.
Plastics Division
The Plastics Division is currently comprised of R.P.
Industries, Inc. The Plastics Division has operations in Chester,
Virginia and Oxford, North Carolina, with approximately 40 molding
machines ranging in capacity from 22 tons to 700 tons of clamp
pressure. The Company manufactures component parts and finished
products primarily for original equipment manufacturers in the
southeast and mid-Atlantic regions and markets in Indiana, Illinois
and Canada. Secondary operations include hot stamping, sonic
welding, pad printing, chemical bonding, heat transfer decal
application, spray painting, drilling and assembly.
The Company intends to continue acquiring operating companies
engaged blow molding and injection molding plastics businesses in an
effort to create a fully integrated company which can provide its
customers with "one-stop shopping" for their blow molding and
injection molding needs. The Company expects to target financially
sound acquisition candidates that have developed a unique process,
design or product within the blow molding and injection molding
industry. The Company believes that consolidation within such
industry will occur as a result of what it believes is a trend of
customers desiring to reduce the number of vendors they use. As the
Company increases its holdings within the industry, it believes it
will benefit from the ability to adequately service a broad range of
blow molding and injection molding needs, thereby providing
customers with an option not currently readily available within the
industry. Additionally, by targeting acquisition candidates with a
unique process, design or product, the Company believes it will be
able to offer a unique range of plastics blow molding and injection
molding services not currently available.
Food and Beverage Packaging
The HeaterMeals Company manufactures and markets portable
electrochemical heating devices and a line of shelf-stable meals
with a patented self-heating device. The self-heating device is
comprised of metallic alloy powder embedded with plastic which
generates heat when activated by water, but is flameless, non-toxic
and flexible in design. Since 1990, the Company has sold over 80
million flameless ration heaters ("FRH") to government contractors
which incorporate the FRH into Meals-Ready-to-Eat, or MRE's, for the
United States military. Since 1996, the Company has sold over 1.2
million shelf-stable meals under the trademark HeaterMeals .
HeaterMeals is an assortment of breakfast and dinner entrees
packaged with the patented self-heating device, utensil pack and
water activation pouch, distributed to truckstops throughout the
United States, grocery stores located in Kentucky, Ohio, Indiana and
Michigan and various specialty retail outlets and catalogues. The
Company intends to expand its marketing and sales of the
HeaterMeals(R) brand by broadening the geographic distribution of
the products, creating new meals for new target audiences where the
convenience of the self-heating feature is important, developing
direct marketing opportunities, and exploiting the self-heating
technology in other commercial categories.
The Company, through its subsidiary, UNSC, Inc., owns marketing
rights for a collapsible bottle for retail/consumer sale of water
and water-based beverages and pre-packed powdered instant drink
mixes. The bottle can be shipped and stored in its collapsible state
and water or other liquids can be added manually, without the use of
special equipment. The Company believes that the convenience of
being able to add liquids to the bottle at any stage in the sales
and distribution chain will enable the Company to market the bottle
for a variety of uses. The Company believes that in addition to
uses within the food and beverage industry, the bottle may provide
the medical industry with a clean, safe and inexpensive alternative
to glass containers.
RISK FACTORS
INVESTMENT IN THE SHARES IS SUITABLE ONLY FOR INVESTORS WHO
UNDERSTAND, AND HAVE FINANCIAL RESOURCES SUFFICIENT TO ENABLE THEM
TO BEAR, A NUMBER OF RISKS, INCLUDING BUT NOT NECESSARILY LIMITED TO
THOSE DESCRIBED BELOW. PROSPECTIVE INVESTORS SHOULD CONSIDER
CAREFULLY THE FOLLOWING FACTORS AND OTHER INFORMATION CONTAINED IN
THIS PROSPECTUS BEFORE PURCHASING ANY OF THE SHARES:
Need for Additional Financing
The Company currently estimates that cash generated from
operations and available under the Company's existing lines of
credit will be sufficient to finance its current operations and
obligations for only a two month period. Due to restrictive
covenants in its credit facility, R.P. Industries, Inc. is not able
to provide dividends to the Company of revenues derived from the
operations of R.P. Industries, Inc. The Company is actively
pursuing additional funding through public or private financing,
including equity financing. There can be no assurance that adequate
financing will be available, or if available, on terms acceptable to
the Company. If additional funds are raised by issuing equity
securities, existing shareholders may experience dilution.
Insufficient funds may require the Company to scale back or
eliminate some of its products.
Additionally, a principal component of the Company's business
strategy is to increase its revenues, earnings and market share
through the acquisition of additional companies with similar or
complementary businesses. There can be no assurance that the
Company will be able to generate internal cash or obtain financing
from external sources, or that, if available, such financing will be
on the terms acceptable to the Company. The issuance of additional
Common Stock to finance acquisitions may result in substantial
dilution to the purchasers of the Common Stock offered hereby. Any
debt financing may significantly increase the Company's leverage and
may involve restrictive covenants that limit the Company's
operations. As a result, there can be no assurance that the
Company will be able to implement its acquisition strategy
successfully.
Limited Operating History and Losses from Operations; Uncertainty of
Future Profitability
The Company has only had operations for approximately one year,
and during such time, has not been profitable. There can be no
assurance that recent capital infusions, acquisitions, related
management changes or the market for the Company's services will
cause the Company to become profitable overall, or that, if
achieved, profitability will be sustained. To the extent the
Company cannot achieve profitable operations, the Company could fail
to timely meet its obligations when they come due. In such event,
if the Company's creditors sought to satisfy amounts owed them,
these actions could have a material adverse effect on the Company's
business, financial condition and results of operations.
Risks Generally Associated with Acquisitions
A principal component of the Company's business strategy going
forward is to increase its revenues, earnings and market share
through the acquisition of additional companies with similar or
complementary business. However, and there can be no assurance that
it will successfully be able to identify attractive acquisition
candidates or to negotiate acquisition transactions on economically
acceptable terms with any candidates which may be identified.
Acquisitions may involve a number of special risks, including
adverse short-term effects on the Company's operating results,
diversion of management's attention to the assimilation of the
operations and personnel of the acquired companies, the potential
inability to integrate financial and management reporting systems,
dependence on retention, hiring and training of key personnel, risks
associated with unanticipated problems or legal liabilities and
amortization of acquired intangible assets, some or all of which
could have a material adverse effect on the Company's operations and
financial performance. To the extent any such acquisitions are
successfully consummated, there can be no assurance that they will
ultimately be beneficial to the Company's operation or that they
will contribute to its growth. Likewise, there can be no assurance
that any completed acquisitions will produce returns to the Company
that will justify the Company's investment. See "Possible Need for
Additional Financing."
Potential Inability to Manage Growth
The Company hopes to expand its operations significantly in the
near future, which will place demands on the Company's
administrative, operational and financial resources. Any
significant growth of the Company's customer base and its services
could place an additional strain on the capacity, management and
operations of the Company. The Company's future performance and
profitability will depend in part on its ability to successfully
integrate new acquisitions, implement improved financial and
management systems, add capacity as and when needed and hire
qualified personnel to respond to changes in its business. The
failure to integrate new acquisitions, implement such systems, add
any capacity or hire such qualified personnel may have a material
adverse effect on the Company's business, financial condition and
results or operations.
Competition
The injection molding and food and beverage industries are
extremely competitive. Many companies offer one or more of the
products and services offered by the Company. Some of these
competitors may be able to offer a product or products at a lower
price than the Company. In addition, many potential customers of
the Company may use more than one supplier for injection molding or
food and beverage products and services. The Company may not be
able to compete effectively against its current competitors, and the
Company cannot assure that additional competitors with greater
resources than the Company will not enter the industry and compete
effectively against the Company. To the extent that the Company is
unable to compete successfully against its existing and future
competitors, its business, operating results and financial condition
could be materially adversely affected.
Rapid Technological Change
The injection molding market is characterized by rapid
technological change, changing customer needs, frequent new product
introductions and evolving industry standards. The Company believes
that its future success will depend upon its ability to keep pace
with technological developments and emerging industry standards.
The introduction of competing products embodying new technologies
and the emergence of new industry standards could render the
Company's existing product lines obsolete and unmarketable.
Accordingly, the Company anticipates that significant amounts of
future revenue will need to be derived from products and product
enhancements which either do not exist today or have not been sold
in large enough quantities to ensure market acceptance. If the
Company is unable to obtain and introduce product enhancements and
new products in a timely and cost-effective manner in response to
changing market conditions or customer requirements, the Company's
business, operating results and financial condition will be
materially and adversely affected.
Proprietary Technology Infringement
Although the Company does not believe that it currently
infringes on the proprietary rights of any third party, in the
future the Company may receive notices claiming that it is
infringing the proprietary rights of third parties and may become
the subject of infringement claims or legal proceedings by third
parties with respect to current or future products. Any such claim
could be time consuming, result in costly litigation, cause product
shipment delays or force the Company to enter into royalty or
license agreements rather than dispute the merits of such claims and
have a material adverse effect on the Company's business, operating
results and financial condition.
Risk of New Products
The Company's business strategy emphasizes the design,
development and commercialization of enhancements to the
HeaterMeals(R) product line. The developing and marketing of any
new product in a new market, particularly new beverage and food
products is intensely competitive. Most new products are not
successful. Even for products which are successful, the success may
not be achieved without incorporating numerous changes and/or
refinements to the product and/or its packaging. Such changes and
refinements may be costly and may also result in delays in the
manufacturing, marketing and selling of the product. While the
HeaterMeals(R) product line was introduced in March 1995, its is too
early to determine whether this product will be successful. There
is also no assurance that any other new product introduced by the
Company in the future will be successful or profitable.
Uncertainty of Market Acceptance
The commercial market for HeaterMeals is relatively new, and
there can be no assurance that the market will accept HeaterMeals in
sufficient quantities to ensure the profitability or long-term
viability of the Company. The cost and availability of other
products may contribute to HeaterMeals not achieving broad market
acceptance which would have a material adverse effect on the
Company's business, financial condition and results of operations.
Control of the Company
Upon completion of the Offering, T.J. Tully, the Chairman and
CEO of the Company, together with his and his spouse's family
members will continue to own beneficially an aggregate of
approximately 53.8% of the issued and outstanding shares of common
Stock of the Company. As a practical matter, the Tully family is in
a position to control the management, policies and operations of the
Company.
Dependence on Key Personnel
The departure of any of the members of senior management,
especially T.J. Tully, Granville G. Valentine, and Donald T.
Zimmerman, could materially adversely affect the Company's ability
to meet its strategic and financial objectives.
Product Liability
The marketing sale of the Company's products incorporating the
self-heating device involve an inherent risk of claims for product
liability. Due to the reactive nature of the electrochemical
heaters with liquids and the release of hydrogen as part of the
reaction, the product is subject to misuse. Hydrogen gas is highly
flammable and is explosive in certain concentrations. Due to its
highly buoyancy, hydrogen dissipates rapidly into the atmosphere and
is considered the safest of the common combustible gases. If
hydrogen is confined or its flow restricted to a narrow channel,
explosive or combustible conditions would be created. A very large
amount of material and an extremely hot source to induce ignition is
required before a hazardous condition can be created. The
occurrence of an injury-producing event is most unlikely unless
deliberately contrived. The Company has been advised by government
investigators that the product sold to the military has been misused
to create a handmade explosive device. The Company is unaware of
any injuries caused by the use or misuse of any of its products.
Although the Company intends to maintain limited product liability
insurance coverage, there can be no assurance that the Company or
the subsidiaries will have resources sufficient to satisfy liability
claims in excess of policy limits if required to do so. Further,
there can be no assurance that the Company or the subsidiaries will
be able to maintain coverage of sufficient scope at acceptable
rates.
Limited Marketing and Sales Force; Inability to Obtain Grocery Shelf
Space
Currently, the Company has very limited internal marketing and
sales capacity. Although the Company believes that its strategy of
establishing an alliance with a major marketer to the supermarket
and convenience store markets will be sufficient to generate sales
of HeaterMeals(R) products, there can be no assurances that the
Company will be successful in establishing such relationships or
that a significant market for the Company's products or services
will develop.
Dependence on Key Suppliers
There is no assurance that the Company will develop successful
relationships with suppliers that will provide their products at a
reasonable cost and on a timely basis. The Company knows of only one
domestic source of supply for the electrolytic iron powder used in
the HeaterMeals(R) product line alloy which is a specification for
manufacturing the Company's military product. Alternative types of
iron powder which can be used for commercial products are widely
available.
Shares Eligible for Future Sale
The market price of the Common Stock of the Company could be
adversely affected by the sale of substantial amounts of the Common
Stock in the public market following this Offering. The shares
being sold in this Offering will be freely tradable unless acquired
by affiliates of the Company.
Most shares of the Company's Common Stock were acquired in
transactions registered under the Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, may not be sold except in
transactions registered under the Securities Act or pursuant to an
exemption from registration.
Lack of Dividends
The Company does not expect that it will pay dividends on its
shares in the foreseeable future. Instead, the Company intends to
apply any earnings to the expansion, research, and development of
its business. This investment should not be considered by
purchasers in need of current income from the investment.
Potential Volatility of Stock Price
The market price of the Company Common Stock historically has
been subject to substantial price volatility. Such volatility may
recur in the future due to overall market conditions or business-specific
factors such as the Company's ability to effectively
penetrate the market, new technological innovations and products,
changes in government regulations, the issuance of new or changed
stock market analyst reports and recommendations, the Company's
ability to meet analysts' projections, fluctuations in the Company's
financial results or other unforeseen factors. In addition, the
Company Common Stock could experience extreme fluctuations in market
price that are wholly unrelated to the operating performance of the
Company.
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders acquired the Shares as of December 31,
1997 as the result of the merger into a wholly owned subsidiary of
the Company of R.P. Industries. As a post-closing covenant, the
Company was required to file a registration statement under the
Securities Act to cover the resale of the Shares.
The following table sets forth information as of January 30,
1998, with respect to beneficial ownership of Common Stock by the
Selling Shareholders and has been provided to the Company by the
Selling Shareholders:
Prior to Offering After the Offering (2)
------------------ ----------------------
Shares Shares
Name of Benefi- Shares to Benefi-
Selling cially be Sold in cially
Shareholder(1) Owned Percent Offering Owned Percent
- -------------- ------- ------- ----------- ------- -------
Gene G. Bright(3) 31,378 * 31,378 - 0 - - 0 -
Austin Brockenbrough
III(4) 1,784 * 892 - 0 - - 0 -
Isadore Brown 89 * 89 - 0 - - 0 -
Eunice Bass Browning 357 * 357 - 0 - - 0 -
Joseph Brugh 27 * 27 - 0 - - 0 -
Jonathan Bryan
III(5) 671,865 5.7% 358,573 - 0 - - 0 -
Lorraine Clark 89 * 89 - 0 - - 0 -
Crawley Connelly 89 * 89 - 0 - - 0 -
James R.V.
Daniel(6) 173,063 1.5% 170,833 - 0 - - 0 -
Mary Mead Trice
Davenport 62 * 62 - 0 - - 0 -
Harry Easterly 10,780 * 10,780 - 0 - - 0 -
Dr. Morris M.
Edison 1,783 * 1,783 - 0 - - 0 -
Gail & Marvin Greer 36 * 36 - 0 - - 0 -
Mark Holt 134 * 134 - 0 - - 0 -
Donald Kidd 134 * 134 - 0 - - 0 -
Margaret V. Lachner 312 * 312 - 0 - - 0 -
Lawrence Lewis, Jr.
Estate 6,465 * 6,465 - 0 - - 0 -
Frederick Leys 62 * 62 - 0 - - 0 -
C. Henry &
Marguarite Lumsford 178 * 178 - 0 - - 0 -
Mrs. Erin McKiveen 892 * 892 - 0 - - 0 -
Mrs. Douglas Moncure 1,587 * 1,587 - 0 - - 0 -
Dr. Dorothy Moore 89 * 89 - 0 - - 0 -
Dr. Sidney G. Page 10,753 * 10,753 - 0 - - 0 -
Carlton & Elaine
Potts 27 * 27 - 0 - - 0 -
Dr. David H.
Reams Jr. 134 * 134 - 0 - - 0 -
Edward Ritz 23,183 * 23,183 - 0 - - 0 -
Betsy Coke Sebrall 89 * 89 - 0 - - 0 -
Robert Shultz 1,783 * 1,783 - 0 - - 0 -
Charlie Tribble 1,427 * 1,427 - 0 - - 0 -
Granville Valentine 67,124 * 67,124 - 0 - - 0 -
Dr. Joseph Whittle 357 * 357 - 0 - - 0 -
Majorie Williams 53 * 53 - 0 - - 0 -
J.W. Phillips 134 * 134 - 0 - - 0 -
Plmmer Printing 410 * 410 - 0 - - 0 -
M.B. Perkins 1,003 * 1,003 - 0 - - 0 -
F.B. Fowlkes 1,115 * 1,115 - 0 - - 0 -
James C. Wheat, Jr.
GST, Nonexempt
Marital Trust 7,312 * 7,312 - 0 - - 0 -
Smith Barney 285 * 285 - 0 - - 0 -
Kray & Co. 29 * 29 - 0 - - 0 -
Anne Wright Hunt 265 * 265 - 0 - - 0 -
TOTAL 993,384 993,384 - 0 - - 0 -
_________________
(1) Persons named in this table have sole voting and
investment power with respect to all Shares shown as beneficially
owned by them, subject to community property laws, where applicable.
(2) The information provided in this column assumes that
the Selling Shareholders will offer for sale all Shares beneficially
owned by them, although there can be no assurance that any of the
Selling Shareholders will in fact sell all or any specific portion
of such Shares.
(3) Includes 22,059 shares held by Gene G. Bright and 9,319
shares held by Gene G. Bright and Donna D. Bright.
(4) Includes 892 shares held by Austin Brockenbrough III
and 892 shares held by Jane Brockenbrough.
(5) Includes 358,573 shares held by Jonathan Bryan III,
8,917 shares held by Jonathan Bryan III for the benefit of Isabell
Scott Bryan, 84,708 shares held by Robert Carter Bryan, 67,938
shares held by John Bryan IV, 75,791 shares held by Isabell Bryan,
5,590 shares held by John Bryan. OV for the benefit of Jeb Bryan,
5,590 shares held by John Bryan, IV for the benefit of Elle Bryan,
and 5,590 shares held by John Bryan, IV for the benefit of Gussie
Bryan and 36 shares held by Lamont Bryan, and 111 shares held by
Mary Bryan.
(6) Includes 170,833 shares held by James R.V. Daniel, 446
shares held by Colleen Hayes Daniel, 892 shares held by J. Randolph
Daniel, and 892 shares held by Darby Reines Addcock.
DESCRIPTION OF CAPITAL STOCK
The Articles of Incorporation of the Company authorizes
500,000,000 shares of Common Stock, no par value ("Company Common
Stock"). The holders of shares of Company Common Stock have one
vote per share. The Company Common Stock does not have any
conversion rights. The closing price of the shares of the Company
Common Stock on the NASD OTC Bulletin Board at June 25, 1998 was
$3.50 per share. The holders of shares of Company Common Stock are
entitled to dividends when and as declared by the Board of Directors
from funds legally available therefor. The Company does not
anticipate declaring or paying any cash dividends for the
foreseeable future. Cumulative voting of shares of Company Common
Stock is not authorized.
PLAN OF DISTRIBUTION
General
The Shares may be sold from time to time by the Selling
Shareholders (or their transferees, assignees, pledgees or donees)
in one or more transactions (which may include block transactions on
the NASD OTC Bulletin Board) in negotiated transactions or
otherwise, at prices then prevailing or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the
Shares directly to purchasers or to or through broker-dealers which
may act as agents or principals. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they may
sell as principal, or both. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Commissions or discounts which may be
received by brokers or dealers are not expected to exceed those
customary in the type of transactions involved. The Selling
Shareholders and any persons who act as broker-dealers in connection
with the sale of the Shares offered hereby might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any commissions received by them, and any profit on the
resale of the Shares as principal, may, under certain circumstances,
be deemed to be underwriting discounts and commissions under the
Securities Act.
All expenses of registration of the Shares with the Commission,
estimated to be approximately $20,000, will be borne by the Company.
Any commission expenses and brokerage fees, the fees of counsel to
the Selling Shareholders, and any applicable taxes are payable
individually by the Selling Shareholders.
The Company will receive no proceeds from the sale of any
Shares under this Prospectus.
Indemnification
The Company's Articles of Incorporation provide that the
Company shall indemnify and advance expenses to its officers,
directors, employees and agents to the fullest extent permitted by
Colorado law. The Colorado Business Corporation Act ("CBCA")
permits indemnification of director if the director conducted
himself in good faith and reasonably believed, in the case of
conduct in an official capacity with the Company, that his conduct
was in the Company's best interest, and in all other cases that his
conduct was at least not opposed to the Company's best interests,
and in the case of any criminal proceeding, the director had no
reasonable cause to believe his conduct was unlawful. However, the
Company may not indemnify a director in connection with a proceeding
by or in the right of Company in which the director was adjudged
liable to the corporation, or in connection with any proceeding
charging that the director derived an improper personal benefit,
whether or not involving action in an official capacity, in which
proceeding the director was adjudged liable on the basis that he
derived an improper personal benefit. Indemnification under the
CBCA is limited to reasonable expenses incurred in connection with
the proceeding. The CBCA also requires indemnification of director
to the extent he is wholly successful, on the merits or otherwise,
in the defense of any proceeding to which the director was a party
because he is or was a director, against reasonable expense incurred
by him in connection with the proceeding. The CBCA also permits a
corporation to reimburse the reasonable expenses incurred by
director who is a party to a proceeding in advance of the final
disposition of the proceeding if the director furnishes to the
Company a written affirmation of the director's good faith belief
that he has met the standard of conduct required under the CBCA and
furnishes a written undertaking to repay the advance if it is
ultimately determined that he did not meet that standard of conduct.
The CBCA also allows indemnification of officers, employees,
fiduciaries and agents of the Company to a greater extent, and
requires indemnification for officers, employees, fiduciaries and
agents of the Company in each case in which such indemnification is
required for a director. Further, the Company may indemnify and
advance expenses to an officer, employee, fiduciary or agent of the
Company to the same extent as to a director. The CBCA allows the
Company to purchase and maintain insurance, at its expense, to
protect itself and any director, officer, employee, fiduciary or
agent of the Company against any expense, liability, or loss,
whether or not the Company would have the power to indemnify such
person against such expense, liability, or loss under the CBCA.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that, in the
opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby will
be passed upon for the Company by Dinsmore & Shohl LLP, Cincinnati,
Ohio.
EXPERTS
The financial statements of the Company as of December 31, 1997
and 1996, and for each of the three years in the period ended
December 31, 1997, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997, have been so incorporated in reliance on the
report of Grant Thornton LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all but
the SEC fees are estimates) in connection with the issuance of the
securities being registered hereunder. All such expenses will be
borne by the Company.
SEC registration fees $11,474
Legal fees and expenses $5,000
Accounting fees and expenses $2,000
Miscellaneous $1,526
Total $20,000
=======
Item 15. Indemnification of Directors and Officers
The Company's Articles of Incorporation provide that the
Company shall indemnify and advance expenses to its officers,
directors, employees and agents to the fullest extent permitted by
Colorado law. The Colorado Business Corporation Act ("CBCA")
permits indemnification of director if the director conducted
himself in good faith and reasonably believed, in the case of
conduct in an official capacity with the Company, that his conduct
was in the Company's best interest, and in all other cases that his
conduct was at least not opposed to the Company's best interests,
and in the case of any criminal proceeding, the director had no
reasonable cause to believe his conduct was unlawful. However, the
Company may not indemnify a director in connection with a proceeding
by or in the right of Company in which the director was adjudged
liable to the corporation, or in connection with any proceeding
charging that the director derived an improper personal benefit,
whether or not involving action in an official capacity, in which
proceeding the director was adjudged liable on the basis that he
derived an improper personal benefit. Indemnification under the
CBCA is limited to reasonable expenses incurred in connection with
the proceeding. The CBCA also requires indemnification of director
to the extent he is wholly successful, on the merits or otherwise,
in the defense of any proceeding to which the director was a party
because he is or was a director, against reasonable expense incurred
by him in connection with the proceeding. The CBCA also permits a
corporation to reimburse the reasonable expenses incurred by
director who is a party to a proceeding in advance of the final
disposition of the proceeding if the director furnishes to the
Company a written affirmation of the director's good faith belief
that he has met the standard of conduct required under the CBCA and
furnishes a written undertaking to repay the advance if it is
ultimately determined that he did not meet that standard of conduct.
The CBCA also allows indemnification of officers, employees,
fiduciaries and agents of the Company to a greater extent, and
requires indemnification for officers, employees, fiduciaries and
agents of the Company in each case in which such indemnification is
required for a director. Further, the Company may indemnify and
advance expenses to an officer, employee, fiduciary or agent of the
Company to the same extent as to a director. The CBCA allows the
Company to purchase and maintain insurance, at its expense, to
protect itself and any director, officer, employee, fiduciary or
agent of the Company against any expense, liability, or loss,
whether or not the Company would have the power to indemnify such
person against such expense, liability, or loss under the CBCA.
Item 16. Exhibits
Each of the following exhibits is filed or incorporated by
reference in this Registration Statement.
Exhibit
Number Description of Exhibit
(5) and (23.1) Opinion and consent of Dinsmore & Shohl LLP,
counsel to the Registrant.
(23.2) Consent of Grant Thornton LLP
(24) Powers of Attorney (a)
________
(a) A power of attorney whereby various individuals authorize
the signing of their names to any and all amendments to this
Registration Statement and other documents submitted in connection
therewith is contained on the first page of the signature pages
following Part II of this Registration Statement.
Item 17. Undertakings
(a) Rule 415 Offering. The undersigned small business
issuer hereby undertakes that it will:
(1) File, during any period in which it offers or
sells securities, a post-effective amendment to this registration
statement to include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities
Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.
(h) Request for Acceleration of Effective Date. Insofar as
indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has
been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling
person of the small business issuer 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 small business issuer 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.
(i) Reliance on Rule 430A. The undersigned small business
issuer will:
(1) For determining any liability under the
Securities Act, treat 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
small business issuer under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(2) For determining any liability under the
Securities Act, treat each post-effective amendment that contains a
form of prospectus as a new registration statement for the
securities offered in the registration statement, and that offering
of the securities at that time as the initial bona fide offering of
those securities.
<PAGE>
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 a Form S-2 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on the 29th day of June, 1998.
UNITED SHIELDS CORPORATION
By: /s/ T.J. Tully
T.J. Tully, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints T.J. Tully
and Beverly R. Gill, and each of them, jointly and severally, as his
true and lawful attorneys-in-fact and agents, each with full power
of substitution, and each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to
this Registration Statement on Form S-2, and to perform any acts
necessary to be done in order to file such amendment with exhibits
thereto and other documents in connection therewith with the
Securities and Exchange Commission, and each of the undersigned does
hereby ratify and confirm all that said attorneys-in-fact and
agents, or their or his substitutes, shall do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ T.J. TULLY Chairman and June 29, 1998
T.J. Tully Chief Executive Officer
Principal Financial and
Accounting Officer:
/s/ BEVERLEY R. GILL Chief Financial Officer June 29, 1998
Beverley R. Gill
Directors:
/s/ T.J. TULLY Director June 29, 1998
T.J. Tully
<PAGE>
EXHIBIT 5 and 23.1
Charles F. Hertlein, Jr.
(513) 977-8315
United Shields Corporation
Grand Baldwin Building
655 Eden Park Drive, Suite 260
Cincinnati, Ohio 45202
Ladies and Gentlemen:
This opinion is rendered for use in connection with the
Registration Statement on Form S-2, prescribed pursuant to the
Securities Act of 1933, to be filed by United Shields Corporation
(the "Company") with the Securities and Exchange Commission on or
about June 29, 1998, under which 993,384 shares of the Company's
Common Stock without par value ("Common Stock") are to be
registered.
We hereby consent to the filing of this opinion as Exhibits 5
and 23.1 to the Registration Statement and to the reference to our
name in the Registration Statement.
As counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Amended Certificate of Incorporation and Amended Bylaws
and the record of proceedings of the stockholders and directors of
the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the
State of Colorado.
2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission, such
993,384 shares of Company Common Stock will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
Encl.
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Prospectus constituting part of this
Registration Statement on Form S-2 of our report dated March 11, 1998,
except for Notes D, F and M as to which the date is April 2, 1998, which is
incorporated in United Shields Corporation's Annual Report on Form 10-KSB
for the year ended December 31, 1997. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
Grant Thornton LLP
Cincinnati, Ohio
June 29, 1998
