As filed with the Securities and Exchange Commission on March 14, 1996
Registration No. 333-329
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
PRE-EFFECTIVE AMENDMENT NO.1 TO
Form S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
S.O.I. INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 2500 59-2158586
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248, (214) 248-1922
(Address and telephone number of principal executive offices)
Kevin B. Halter, Jr., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248,
(214) 248-1922
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Morgan F. Johnston, Esq.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(214) 248-1922
____________
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
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. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share <F1> offering price<F1> fee
- ------------- ---------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 781,631 $1.62 $1,266,242 $436.64
<FN>
<F1> Estimated solely for purpose of calculating registration fee.
</FN>
</TABLE>
____________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
PAGE
<PAGE>
PROSPECTUS
781,631 Shares
S.O.I. INDUSTRIES, INC.
Common Stock
(par value $.0002 per share)
358,304 shares of Common Stock offered hereby are offered by S.O.I.
Industries, Inc. (the "Company") to creditors and suppliers of goods and
services to the Company or its affiliates. 423,327 shares of Common Stock
offered hereby are being sold by the Selling Stockholder. See "Selling
Stockholder." Any or all of the 423,327 shares of Common Stock may be sold
from time to time to purchasers directly by the Selling Stockholder.
Alternatively, the Selling Stockholder may from time to time offer the shares
of Common Stock through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder or the purchasers of shares of
Common Stock for whom they may act as agents. The Company will not receive
any of the proceeds from the sale of shares by the Selling Stockholder.
The Common Stock is traded on the American Stock Exchange (the "AMEX")
under the symbol "SOI." On March 11, 1996, the last reported sales price of
the Common Stock on the AMEX was $2.00 per share.
See "Risk Factors" on page 3 for a discussion of certain risk factors which
should be considered in connection with an investment in the Company.
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.
<TABLE>
<CAPTION>
Price to Public <F1> Proceeds to Company<F1>
-------------------- -----------------------
<S> <C> <C>
Per Share...................... $1.62 n/a
<FN>
<F1> Estimated in accordance with Rule 457. The Company is paying
substantially all of the expenses of the offering, estimated to be
approximately $10,387.45
</FN>
</TABLE>
The date of this Prospectus is ________, 1996
1
PAGE
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices
of the Commission at Seven World Trade Center, 13th Floor, New York, New York
10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Company's common stock is
listed on the AMEX and the reports, proxy statements and other information
filed by the Company with the AMEX may be inspected at the public reference
facilities maintained by the AMEX.
The Company has filed with the Commission a Registration Statement on
Form S-2 under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in such
Registration Statement. For further information with respect to the Company
and the Common Stock being offered, reference is hereby made to the
Registration Statement and to the exhibits thereto.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company will deliver with this Prospectus its Annual Report to
Security Holders for the year ended June 30, 1995 and the Company will
provide without charge to each person to whom this Prospectus is delivered,
upon written or oral request, a copy of the Company's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1995,as amended and the
quarter ended December 31, 1995.
The following documents and information filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by reference:
(1) the Company's Annual Report on Form 10-KSB for the year ended June 30,
1995, (2) the Company's Form 10-KSB/A for the year ended June 30, 1995, filed
on November 14, 1995, (3) the Company's Form 10-KSB/A-2 for the year ended
June 30, 1995 filed on March 1, 1996, (4) the Company's Form 10-KSB/A-3 for
the year ended June 30, 1995 filed on March 13, 1996, (5) the Company's Annual
Report to Security Holders for the year ended June 30, 1995 (6) the Company's
Form 10-QSB for the quarter ended September 30, 1995, (7) the Company's Form
10-QSB/A for the quarter ended September 30, 1995, filed on November 30, 1995
and (8) the Company's Form 10-QSB for the quarter ended December 31, 1995.
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 modifies or supersedes such statement. Any 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 furnish without charge, upon written or oral request,
to each person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any or all of the documents incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to S.O.I. Industries, Inc., 16910 Dallas Parkway, Suite
100, Dallas, Texas 75248, telephone number (214) 248-1922, Attn: Corporate
Communications.
2
PAGE
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating the Company
and its business before purchasing the Common Stock offered hereby.
Potential Adverse Effect of Industry and Economic Conditions Upon Operations
The operations of certain of the Company's subsidiaries are subject to
fluctuations as a consequence of various factors affecting the construction,
retail and home improvement industries, including interest rates,
availability of credit, general economic conditions, levels of building
activity and weather patterns. The Company anticipates that its sales and
operating results will fluctuate from time to time as a result of these
factors.
In addition, one of the Company's subsidiaries, American Quality
Manufacturing Corporation ("AQM"), may be subject to decreased sales and
profitability during the first and fourth quarters of each calendar year,
resulting from the seasonal effect of winter weather on construction.
Unusually long periods of cold or wet weather could have an adverse effect on
the Company's sales and profitability. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Results of
Operations."
Potential Adverse Effect of Fluctuations in Prices and Supplies of Raw
Materials Upon Operations
AQM is dependent upon outside suppliers for all of its raw material
needs and, therefore, is subject to fluctuations in prices of raw materials.
In particular, AQM's results of operations are affected significantly by
increases in the market prices of wood and wood products such as particle
board. AQM buys its raw materials at market-based prices from numerous
independent suppliers. Prices of wood and wood products can be adversely
affected by, among other things: (i) an overall shortage of lumber in the
United States caused by poor weather in timber harvesting areas;
(ii) governmental restrictions on lumber harvesting in the Pacific Northwest;
(iii) an increase in housing construction; (iv) increased demand for
papermill by-products, which are the primary materials used in the production
of particle board; and (v) increased substitution of particle board for solid
wood.
No assurances can be given that prices will not increase significantly
in the future. If the economy improves, demand for raw materials may
increase, which could further affect prices. The nature of future
governmental laws and regulations relating to timber harvesting and their
impact, if any, on wood and wood product prices and on AQM's business,
financial condition and results of operations cannot be predicted.
Possible Volatility of Stock Price
The Common Stock is currently traded on the AMEX. The Company believes
that such factors as quarterly variations in the Company's financial results,
announcements regarding the operations of the Company and developments
affecting the Company or its markets have caused significant fluctuation in
the market price of the Common Stock and could continue to do so in the
future. In addition, the stock market in general has recently experienced
extreme price and volume fluctuations. These fluctuations have often been
unrelated to the operating performance of the Company and its subsidiaries.
Broad market fluctuations may adversely affect the market price of the Common
Stock. See "Price Range of Common Stock."
3
PAGE
<PAGE>
Competition
The Company and its subsidiaries compete with a number of other
businesses that have greater financial, technical and human resources. Such
companies may develop products or services that may be more effective than
the Company's products or services and may be more successful in marketing
their products or services than the Company. No assurance can be given that
the Company will be able to compete successfully. See "Business."
Requirements for Continued Listing on the AMEX; Disclosure Relating to
Low-Priced Stocks
Under the rules for continued listing on the AMEX, a company is required
to maintain certain minimum requirements. The AMEX will consider suspending
dealings and delisting the Common Stock if, among other things, (i) the
number of shares of Common Stock outstanding (exclusive of certain affiliates
and concentrated holdings) is less than 200,000, (ii) the number of round lot
stockholders of record is less than 300, or (iii) the aggregate market value
of the Common Stock is less than $1,000,000. Failure of the Company to meet
the maintenance requirements of the AMEX could result in the Common Stock
being delisted from the AMEX. The Common Stock would then be traded on the
OTC Bulletin Board maintained by the National Association of Securities
Dealers, Inc., which is generally considered to be a less efficient market
than the AMEX. The Company has no reason to believe that the Company will be
delisted from the AMEX.
In addition, if the Company's securities are delisted, they would be
subject to Rule 15c2-6 promulgated under the Exchange Act that imposes
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors (generally those persons with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouse).
For transactions covered by this rule, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to the purchase. Consequently, the
rule may restrict the ability of broker-dealers to sell the Company's
securities and may affect the ability of purchasers in this offering to sell
their securities in the secondary market. The delisting from the AMEX may
also cause a decline in share price, loss of news coverage of the Company,
and difficulty in obtaining subsequent financing.
The Commission has also recently adopted regulations which define a
"penny stock" to be any equity security that has a market price (as defined
in such regulations) less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules would require
the delivery prior to any transaction in a penny stock, of a disclosure
schedule prepared by the Commission relating to the penny stock market.
Disclosure would also have to be made about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and its presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account together with information
on the limited market in penny stocks.
Anti-Takeover Provisions
The Company's Certificate of Incorporation contains a provision
authorizing the issue of "blank check" preferred stock. The Company is
subject to the provisions of Section 203 of the Delaware General Corporation
Law. Such provisions could impede any merger, consolidation, takeover or
other business combination involving the Company or discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control
of the Company. See "Description of Capital Stock."
4
PAGE
<PAGE>
Lack of Cash Dividends
At the present time, the Company intends to use any earnings which may
be generated to finance the growth of the Company's business. Accordingly,
while payment of cash dividends rests within the discretion of the Board of
Directors, the Company does not presently intend to pay cash dividends and
there can be no assurance such dividends will be paid in the future. See
"Dividend Policy."
Potential Acquisitions of Business Enterprises
Although no specific acquisitions are currently contemplated, the
Company may achieve growth through acquisitions of existing business
enterprises in the future. The Company does not plan to limit such potential
acquisitions to any particular industry. Accordingly, there can be no
assurance that the Company can integrate such businesses into its operations
or that it can operate such businesses on a profitable basis in the future.
In addition, there can be no assurance that future acquisition opportunities
will become available, that such future acquisitions can be accomplished on
favorable terms, or that such acquisitions will result in profitable
operations in the future. In addition, many of the Company's acquisitions
are structured as stock exchanges. Fluctuations in the Common Stock may have
an adverse effect on the Company's ability to make additional acquisitions.
See " -- Possible Volatility of Stock Price."
5
PAGE
<PAGE>
THE COMPANY
The Company is a holding company engaged, through its subsidiaries and
affiliates, in lighting and kitchen and bathroom cabinet production. The
significant subsidiaries and affiliates of the Company are as follows:
American Quality Manufacturing Corporation ("AQM"). The Company owns
approximately 98% of the issued and outstanding common stock of AQM. AQM
believes that it is one of the largest manufacturers of unfinished wood
cabinet products and vanities for the home, including kitchen cabinets,
bathroom cabinets and vanities and storage cabinets. AQM has also recently
introduced a line of finished cabinet products and has designed and developed
full-scale prototypes for several styles of home leisure products, including
home entertainment centers and electronic furniture centers. AQM distributes
its products to the remodeling and new construction markets through a variety
of channels, including home centers and independently owned retailers.
Tempo Lighting, Inc. ("Tempo"). Tempo, a wholly owned subsidiary of the
Company, designs, manufactures, assembles and markets a line of medium-priced
residential and commercial lamps and lighting fixtures. Its products are
sold throughout the United States and the Caribbean principally to furniture
stores, department stores and lighting specialty shops. The products are
also sold to large commercial users, such as office buildings and hotels.
The Company's primary business is to (i) procure goods and services for
the Company and its subsidiaries and affiliates on more favorable terms than
the individual subsidiaries and affiliates could obtain, and (ii) provide
management expertise to the subsidiaries and affiliates, particularly in the
areas of employee benefits, public relations and funds management.
On January 4, 1996, the Company accepted the resignation of Sanford M.
Whitman, Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary. Mr. Tim C. Hafer has been appointed to replace Mr. Whitman. Mr.
Hafer has served as the Vice President and Chief Financial Officer of the
Company since January 4, 1996. Mr. Hafer served as the Company's
Vice-President of Finance from February 1, 1994 through January 3, 1996 and
was responsible for financial reporting for the Company. In addition, Mr.
Hafer, since April of 1993, serves as the Chief Financial Officer of Halter
Capital Corporation, a privately-held consulting company. Prior to his work
at Halter Capital Corporation, Mr. Hafer was a general practice manager with
Coopers & Lybrand L.L.P. in Dallas, Texas from August 1985 to March of 1993,
responsible for the audits of several public and private companies. Mr.
Hafer holds a M.S. and B.S. in accounting from the University of North Texas
and is a licensed CPA.
On March 4, 1996, Adrian S. Jacoby, on behalf of the Company, filed a
shareholder derivative action against Kevin B. Halter, Kevin B. Halter, Jr.,
Halter Capital Corporation, Securities Transfer Corporation, Gary C. Evans
and James Smith alleging breaches of fiduciary duty, fraud, and violations of
state securities laws in their actions as directors of the Company. The
plaintiff seeks unspecified actual and exemplary damages, a constructive
trust against the assets of the defendants and an accounting of the affairs
of the defendants. The case is entitled Adrian S. Jacoby et al v. Kevin B.
Halter et al, cause no. 96-2169-G, in the 134th Judicial District for the
District Court of Dallas County, Texas. Even though the Company is a nominal
defendant in the lawsuit, the plaintiff seeks no relief or damages against
the Company. Therefore, the lawsuit will not a material impact on the
operations or financial condition of the Company.
6
PAGE
<PAGE>
The Company will deliver with this Prospectus its Annual Report to
Security Holders for the year ended June 30, 1995 and the Company will
provide without charge to each person to whom this Prospectus is delivered,
upon written or oral request, a copy of the Company's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1995. Such requests should
be directed to S.O.I. Industries, Inc., 16910 Dallas Parkway, Suite 100,
Dallas, Texas 75248, telephone number (214) 248-1922, Attn: Corporate
Communications.
OFFERING/ PLAN OF DISTRIBUTION
The Company will offer to creditors of, and suppliers of goods and
services to, the Company and AQM the shares of Common Stock registered
hereunder (i) in consideration of the forgiveness of the debt owed by the
Company or AQM to such creditor or (ii) as payment for goods and services
rendered to the Company or AQM. Any or all of the shares of Common Stock may
be sold from time to time by the Company to creditors or suppliers of goods
and services to the Company or AQM. The Common Stock would be valued at the
average of the closing price of the Common Stock as listed on the American
Stock Exchange over the five trading days prior to issuance. The Company has
not engaged underwriters to participate in the Offering.
The Offering is not being made in any states or other jurisdictions in
which it is unlawful to do so, nor is the Company selling or accepting any
offers to purchase any Common Stock from persons who are residents of such
states or other jurisdictions. The Company may delay the commencement of the
Offering in certain states or other jurisdictions in order to comply with the
securities law requirements of such states or other jurisdictions. It is not
anticipated that there will be any changes in the terms of the Offering. The
Company may, if it so determines in its sole discretion, decline to make
modifications to the terms of the Offering requested by certain states or
other jurisdictions, in which event residents in such states or other
jurisdictions will not be eligible to participate in the Offering.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the 358,304 shares
of Common Stock offered by the Company as the Company is offering the shares
of Common Stock registered hereunder (i) in consideration of the forgiveness
of the debt owed by the Company or AQM to trade creditors or (ii) as payment
for goods and services rendered to the Company or AQM. It is anticipated
that the Company will use a portion of the shares to pay existing creditors
of the Company and AQM and as of January 1, 1996, the Company and AQM owed
approximately $1,500,000.00 to existing trade creditors.
In addition, the Company will not receive any of the proceeds from the sale
of shares by the Selling Stockholder.
DIVIDEND POLICY
The present policy of the Company is to retain earnings to provide funds
for the operation and expansion of its business. The Company has not paid
cash dividends on the Common Stock and does not anticipate that it will do so
in the foreseeable future. In addition, certain covenants in the Company's
existing or future credit agreements may contractually limit cash amounts
available for dividends on the Common Stock.
7
PAGE
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Certificate of Incorporation, as amended (the "Certificate of
Incorporation") of the Company authorizes the issuance of 50,000,000 shares
of Common Stock, par value $.0002 per share. Holders of Common Stock are
entitled to one vote for each share on each matter submitted to a vote of
stockholders. All outstanding shares of Common Stock of record are fully
paid, validly issued and nonassessable and the holders of Common Stock have
no preemptive rights to subscribe for or to purchase any additional
securities issued by the Company. The Certificate of Incorporation provides
for cumulative voting. Upon liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in the
distribution of assets remaining after payment of debts and expenses. There
are no conversion, sinking fund or redemption provisions, or any restrictions
on alienability with respect to the Common Stock.
Preferred Stock
The Company's Certificate of Incorporation authorize 10,000,000 shares
of preferred stock, par value $.00001 per share (the "Preferred Stock"). The
Certificate of Incorporation also provides that Preferred Stock may be issued
in one or more series as may be determined from time to time by the Board of
Directors. All shares of any one series of Preferred Stock will be identical
except as to the date of issue and dates from which dividends on shares of
the series issued on different dates will cumulate, if cumulative. The
Certificate of Incorporation also grants the Board of Directors the power to
authorize the issuance of one or more series of Preferred Stock, and to fix
by resolution or resolutions providing for the issue of each such series the
voting powers, designations, preferences, and relative, participating,
optional, redemption, conversion, exchange or other special rights,
qualifications, limitations or restrictions of such series, and the number of
shares in each series, to the full extent now or hereafter permitted by law.
Anti-Takeover Provisions
The Company's Certificate of Incorporation and Section 203 of the
Delaware General Corporation Law (the "DGCL") contain certain provisions that
may make the acquisition of control of the Company by means of a tender offer,
open market purchase, proxy fight or otherwise more difficult.
Business Combinations
The Company is a Delaware corporation and is subject to Section 203 of
the DGCL. In general, subject to certain exceptions, Section 203 of the DGCL
prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person became an interested
stockholder, unless upon consummation of such transaction, the interested
stockholder owned 85% of the voting stock of the corporation outstanding at
the time the transaction commenced (excluding for purposes of determining the
number of shares outstanding those shares owned by (x) persons who are
directors and also officers and (y) employee stock plans in which employee
participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer) or
unless the business combination is, or the transaction in which such person
became an interested stockholder was, approved in a prescribed manner. A
"business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or, in the case of affiliates and associates of the issuer,
did own within the last three years) 15% or more of the corporation's voting
stock other than a person who owned such shares on December 23, 1987.
8
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<PAGE>
Blank Check Preferred Stock
The existence of authorized and unissued Preferred Stock may enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy
contest or otherwise. For example, if in the due exercise of its fiduciary
obligations, the Board of Directors were to determine that a takeover
proposal is not in the Company's best interests, the Board of Directors could
cause shares of Preferred Stock to be issued without stockholder approval in
one or more private offerings or other transactions that might dilute the
voting or other rights of the proposed acquirer or insurgent stockholder or
stockholder group or create a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent
Board of Directors. In this regard, the amended Certificate of Incorporation
will grant the Board of Directors broad power to establish the designations,
powers, preferences and rights of each series of Preferred Stock.
Indemnification
The Certificate of Incorporation provides that the Company shall advance
expenses to and indemnify each director and officer of the Company to the
fullest extent permitted by law and will limit the liability of directors to
corporations and their stockholders for monetary damages in certain
circumstances.
The holders of Common Stock are entitled to receive dividends, when and
if declared by the Board of Directors, out of funds legally available
therefor. See "Dividend Policy."
SELLING STOCKHOLDER
The following table provides certain information with respect to the
shares of Common Stock held by the Selling Stockholder.
<TABLE>
<CAPTION>
Number of Number of
Shares of Common Number of Shares of Common
Stock Beneficially Shares of Common Stock Beneficially
Owned Before the Stock Registered Owned After the
Name Offering Hereunder Offering
---- ------------------ ---------------- ------------------
<S> <C> <C> <C>
Digital Communications
Technology Corporation 423,327 423,327 -0-
</TABLE>
Digital Communications Technology Corporation is a major stockholder of
the Company. The same directors which serve on the Board of the Company also
serve on the Board of Digital Communications Technology Corporation. The
Company owns approximately 17% of Digital Communications Technology
Corporation's common stock and Digital Communications Technology Corporation
owns approximately 24% of the comon stock of the Company.
9
PAGE
<PAGE>
Any or all of the shares of Common Stock may be sold from time to time
to purchasers directly by the Selling Stockholder. Alternatively, the
Selling Stockholder may from time to time offer the shares of Common Stock
through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholder or the purchasers of shares of Common Stock for whom they may act
as agents. The Selling Stockholder and any underwriters, dealers or agents
that participate in the distribution of shares of Common Stock may be deemed
to be underwriters, and any profit on the sale of shares of Common Stock by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. At the time a particular offering
of shares of Common Stock is made, to the extent required, a Prospectus
Supplement will be distributed which will set forth the aggregate amount and
type of Common Stock being offered and the terms of the offering, including
the name or names of any underwriters, dealers or agents, any discounts,
commissions and other items constituting compensation from the Selling
Stockholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The Selling Stockholder may be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the
timing of purchases and sales of any of the securities by the Selling
Stockholder.
Pursuant to an agreement entered into with the Selling Stockholder at
the time the Common Stock was issued, the Company will pay substantially all
of the expenses incident to the registration offering and sale of the Common
Stock to the public other than commissions and discounts of underwriters,
dealers or agents, if any. Such expenses (excluding such commissions and
discounts) are estimated to be $10,387.45.
EXPERTS
The financial statements of the Company and DCT as of June 30, 1995, and
for the year then ended included herein in this Prospectus and the
Registration Statement have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and have been included herein in reliance upon the
reports of Coopers & Lybrand L.L.P. and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of the Company and DCT as of June 30, 1994 and
for the year then ended included herein in this Prospectus and the
Registration Statement have been audited by Morrison, Brown, Argiz & Company,
and have been included herein in reliance upon the reports of Morrison,
Brown, Argiz & Company and upon the authority of said firm as experts in
accounting and auditing.
The financial statements of the Company's significant subsidiary, AQM,
as of June 30, 1994 and for the six month period ended June 30, 1994 included
herein in this Prospectus and the Registration Statement have been audited by
S.W. Hatfield + Associates, and have been included herein in reliance upon
the report of S.W. Hatfield + Associates and upon the authority of said firm
as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
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 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.
10
PAGE
<PAGE>
No dealer, salesman or any other
person has been authorized to give
any information or to make any
representation other than those
contained in this Prospectus in
connection with the offering herein
contained, and if given or made,
such information or representation
must not be relied upon as
having been authorized by the
Company. This Prospectus does
not constitute an offer to sell
any security other than the
registered securities to which
it relates, or an offer to or
solicitation of any person in
any jurisdiction in which such
offer or solicitation would be
unlawful. Neither the delivery
of this Prospectus nor any sale
made hereunder shall, under any
circumstance, create an
implication that there has been
no change in the facts herein
set forth since the date hereof.
_______________________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain 2
Information by Reference S.O.I. INDUSTRIES, INC.
Risk Factors 3
The Company 6 781,631 Shares
The Offering 7
Use of Proceeds 7 Common Stock
Dividend Policy 7
Description of Capital Stock 8
Selling Stockholder 9
Experts 10
Disclosure of Commission 10
Position On
Indemnification for
Securities Act Liabilities
_______________________________
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of the offering, all of which are to be borne by
the Company, are as follows:
<TABLE>
<S> <C>
SEC Filing Fee $ 387.45
Printing Expense $ 2,500.00
Accounting Fees and Expenses $ 2,500.00
Legal Fees and Expenses $ 5,000.00
Blue Sky Fees and Expenses -0-
__________
TOTAL $ 10,387.45
</TABLE>
Item 15. Indemnification of Directors and Officers
The Certificate of Incorporation of the Company provides for the
indemnification of officers, directors, agents and employees of the Company
to the fullest extent permitted by the General Corporation Law of the State
of Delaware ("Delaware Code"). Pursuant to Section 145 of the Delaware Code,
the Company generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them
in connection with any suit to which they are, or are threatened to be made,
a party by reason of their serving in such positions so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any criminal
action, they had no reasonable cause to believe their conduct was unlawful.
The Company has the power to purchase and maintain insurance for such persons.
The statute also expressly provides that the power to indemnify authorized
thereby is not exclusive of any rights granted under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
The above discussion of the Company's Certificate of Incorporation and
of Section 145 of the Delaware Code is not intended to be exhaustive and is
qualified in its entirety by such Bylaws and the Delaware Code.
Item 16. Exhibits
2.1 Stock Exchange Agreement dated November 30, 1993 by and between
American Quality Manufacturing Corporation and the Company (5)
3.1 Certificate of Incorporation and Bylaws of the Company (1)
3.2 Certificate of Amendment of the Company (2)
4.0 Specimen Certificate of Common Shares, par value $.0002 (1)
5.0 Opinion of Morgan F. Johnston, Esq. regarding legality.
9.1 Voting Agreement dated December 2, 1993, by and among DeWayne Davis,
Robert L. Ott, Trustee of the Robert L. Ott Revocable Trust, J.R.
Ott, Joanna O. Burger, Sharon Davis, Trustee UA dtd 8/1/88 and
Halter Capital Corporation (6)
PAGE
<PAGE>
9.2 Voting Agreement dated January 26, 1994, by and between Kwai Chung
Corporation, a Turks and Caicos corporation and Halter Capital
Corporation (6)
9.3 Voting Agreement dated January 26, 1994, by and between M. D. Abel
and Halter Capital Corporation (6)
9.4 Voting Agreement dated January 26, 1994, by and between Stuart G.
Johnston, Jr. and Halter Capital Corporation (6)
9.5 Voting Agreement dated January 26, 1994, by and between Richard A.
Hansen and Halter Capital Corporation (6)
9.6 Voting Agreement dated January 26, 1994, by and between Catherine J.
Alven and Halter Capital Corporation (6)
9.7 Voting Agreement dated January 26, 1994, by and between Edward J.
Lott and Halter Capital Corporation (6)
9.8 Voting Agreement dated January 26, 1994, by and between Gary C.
Evans and Halter Capital Corporation (6)
9.9 Voting Agreement dated January 26, 1994, by and between Evans Equity,
L.L.C. and Halter Capital Corporation (6)
10.1 Lease Agreement for Hialeah, Florida (6)
10.2 Lease Agreement for Ft. Lauderdale, Florida (6)
10.3 Lease Agreement for Indianapolis, Indiana (6)
10.4 Lease Agreement dated January 2, 1994 by and between American
Industries, Inc. and American Quality Manufacturing Corporation (6)
10.5 Lease Agreement dated May 21, 1994 by and among American Quality
Manufacturing Corporation, the Board of County Commissioners,
Coffey County, Kansas and the Company (6)
10.6 Promissory Note between the Company and MagneTech Corporation (3)
10.7 The Company's Employees' Stock Ownership Plan Documents (3)
(i) Employee Stock Option Plan
(ii) Stock Purchase Agreement
(iii) ESOP Loan Agreement
(iv) Non-negotiable Promissory Loan Documents (3)
22.0 List of Subsidiaries (6)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morrison, Brown, Argiz & Company.
PAGE
<PAGE>
23.3 Consent of S. W. Hatfield + Associates.
23.4 Consent of Morgan F. Johnston, Esq. (included in Exhibit 5.0)
(1) These exhibits were previously filed by the Company with the
Commission as Exhibits to its Registration Statement No. 33-14668-A
and are respectively incorporated herein by specific reference
thereto.
(2) These exhibits were previously filed by the Company with the
Commission as Exhibits to its Amendment No. 2 to its Registration
Statement No. 33-14668-A and are respectively incorporated herein by
specific reference thereto.
(3) These exhibits were previously filed with the Commission by the
Company as Exhibits to its Form 8-K and are respectively
incorporated herein by specific reference thereto.
(4) These exhibits were previously filed with the Commission by the
Company as Exhibits to its Form 10-K for the year ended June 30,
1993 and are respectively incorporated herein by specific reference
thereto.
(5) This exhibit was previously filed by the Company with the Commission
as an Exhibit to its Form 8-K dated February 14, 1994 and is
incorporated by reference herein by specific reference thereto.
(6) These exhibits were previously filed by the Company with the
Commission as Exhibits to its Registration Statement on Form SB-2
filed on June 29, 1994 and are incorporated by reference herein by
specific reference thereto.
Item 17. Undertakings
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;
(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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
PAGE
<PAGE>
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.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on 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 Dallas, State of Texas, on the 13th of March, 1996.
S.O.I. INDUSTRIES, INC.
/s/ Kevin B. Halter
By: _____________________________
Kevin B. Halter, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature
/s/ Kevin B. Halter
______________________________ March 13, 1996
Kevin B. Halter, President
(Principal Executive Officer) and
Director
/s/ Kevin B. Halter*
______________________________ March 13, 1996
Tim Hafer, Chief Financial
Officer (Principal Financial
and Accounting Officer),
Vice President and Treasurer
/s/ Kevin B. Halter*
______________________________ March 13, 1996
Kevin B. Halter, Jr., Vice
President, Secretary and Director
/s/ Kevin B. Halter*
_____________________________ March 13, 1996
Gary C. Evans, Director
/s/ Kevin B. Halter*
______________________________ March 13, 1996
James Smith, Director
* By Kevin B. Halter as power-of-attorney
PAGE
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Numbered Page
- ------- -------------
<S> <C>
5.0 Opinion of Morgan F. Johnston, Esq. 19
23.1 Consent of Coopers & Lybrand L.L.P. 22
23.2 Consent of Morrison, Brown, Argiz & Company, P.A. 24
23.3 Consent of S. W. Hatfield + Associates 26
23.4 Consent of Morgan F. Johnston, Esq. (included in Exhibit 5)
PAGE
<PAGE>
EXHIBIT 5.0
<PAGE>
March 13, 1996
S.O.I. Industries, Inc.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Re: S-2 for S.O.I. Industries, Inc.
Gentlemen:
At your request, I have examined the form of Registration Statement,
No.333-329, which you are filing with the Securities and Exchange Commission,
on Form S-2 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
358,304 shares of your Common Stock (the "Stock") issuable to creditors and
suppliers of the Company.
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. My
examination was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors of the
Company authorizing the issuance of the Stock; and
4. The Registration Statement.
In connection with the foregoing, I have made such additional
investigation of the facts concerning this and other matters as I have deemed
necessary under the circumstances.
Based on the foregoing, it is my opinion that the Stock to be issued,
subject to effectiveness of the Registration Statement and compliance with
applicable blue sky laws, when issued, will by duly and validly authorized,
fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification
of the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by
any other party other than you and the investors who acquire stock under this
Registration Statement, (iii) covers only matters of Delaware and federal law
and nothing in this opinion shall be deemed to imply any opinion related to
the laws of any other jurisdiction, (iv) may not be quoted or reproduced or
delivered by you to any other person, and (v) may not be relied upon for any
other purpose whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Morgan F. Johnston
Morgan F. Johnston
PAGE
<PAGE>
EXHIBIT 23.1
PAGE
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-2 (No.
333-329) of our report dated September 25, 1995, on our audit of the
consolidated financial statements of S.O.I. Industries, Inc. and Subsidiaries
and of our report dated August 25, 1995, on our audit of the consolidated
financial statements of Digital Communications Technology Corporation and
Subsidiaries. We also consent to the refernece to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
March 11, 1996
PAGE
<PAGE>
EXHIBIT 23.2
PAGE
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As Independent Public Accountants, we hereby consent to the use of our reports
on the Consolidated Financial Statements of S.O.I. Industries, Inc. and Digital
Communications Technology Corporation and Subsidiaries as of June 30, 1994 and
for the year then ended, and to all references to our firm, included in or
made a part of this Pre-effective Amendment No. 1 to Form S-2 registration
statement.
MORRISON, BROWN, ARGIZ & COMPANY
Certified Public Accountants
/s/ Morrison, Brown, Argiz & Company
Miami, Florida
March 8, 1996
PAGE
<PAGE>
EXHIBIT 23.3
PAGE
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the use in Pre-Effective Amendment No. 1 to Form S-2
Registration Statement under The Securities Act of 1933, as amended, of
S.O.I. Industries, Inc. of our report dated August 24, 1994 on the financial
statements of American Quality Manufacturing Corporation as of June 30, 1994,
January 1, 1994, December 31, 1993 and May 31, 1993 and for each of the years
ended June 30, 1994, May 31, 1993 and 1992; the six month periods ended June
30, 1994 and December 31, 1993; and for the transitional month ended June 30,
1993, accompanying the financial statements incorporated by refernce in such
Pre-Effective Amendment No. 1 to Form S-2 Registration Statement under The
Securities Act of 1933, as amended, and to the use of our name and the
statements with respect to us as appearing under the heading "Experts."
/s/ S.W. Hatfield + Associates
S.W. Hatfield + Associates
Dallas, Texas
March 11, 1996
PAGE
<PAGE>
</TABLE>
