As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
STEVENS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2159407
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5700 East Belknap Street
Fort Worth, Texas 76117
(817) 831-3911
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
Richard I. Stevens
5700 East Belknap Street
Fort Worth, Texas 76117
(817) 831-3911
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
of 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
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share(1) Offering Price Fee(2)
- -----------------------------------------------------------------------------
Series A
Common Stock, 2,000,000 shs $0.6875 $1,375,000 $363.00
- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c), the registration fee has been calculated on the
basis of the last sale price per share of the Series A Common Stock on
April 25, 2000, as reported for Over-the-Counter Bulletin Board
quotations.
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
STEVENS INTERNATIONAL, INC.
2,000,000 Shares
Series A Common Stock
______________
This prospectus relates to 2,000,000 shares of Series A Common Stock of
Stevens International, Inc. that may be sold from time to time by the selling
stockholders named in this prospectus.
Stevens International will not receive any of the proceeds from the
sales by the selling stockholders.
The common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol "SVEIA." On April 28, 2000, the last reported sale price of the
common stock was $1.38 per share.
This prospectus is accompanied by the Stevens International, Inc. Annual
Report on Form 10-K for the year ended December 31, 1999.
Investing in the Series A Common Stock involves certain risks. You
should carefully consider the risk factors beginning on page 3.
_______________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
The date of this prospectus is May __, 2000.
<PAGE>
TABLE OF CONTENTS
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Stevens International's Financial Condition is Poor. . . . . . . . . . 3
Stevens International Has Incurred Substantial Indebtedness
Which Could Be Accelerated. . . . . . . . . . . . . . . . . . . . 3
An Economic Downturn Could Have an Adverse Effect on Stevens
International . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Trading Market for the Series A Common Stock May Be Small. . . . . 3
The Series A Common Stock Price is Volatile. . . . . . . . . . . . . . 4
International Operations of Stevens International Present
Greater Risks to its Business . . . . . . . . . . . . . . . . . . 4
The Industry Is Highly Competitive . . . . . . . . . . . . . . . . . . 4
Product Quality Must Be High . . . . . . . . . . . . . . . . . . . . . 5
Stevens International Is Dependant on Its Management and
Key Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Stevens International Is Controlled By the Stevens Family. . . . . . . 5
New Litigation Would Adversely Impact Stevens International. . . . . . 5
New Environmental Claims Could Arise and Adversely Affect
Stevens International . . . . . . . . . . . . . . . . . . . . . . 5
New Preferred Stock May Be Issued Which Could Adversely
Affect Common Stockholders. . . . . . . . . . . . . . . . . . . . 6
Forward-Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . 6
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . 6
Stevens International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 7
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Sale of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
_______________
STEVENS INTERNATIONAL, INC.
5700 East Belknap Street
Fort Worth, Texas 76117
(817) 831-3911
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RISK FACTORS
An investment in the Series A Common Stock involves a high degree of
risk. Prospective investors should give careful consideration to the
specific factors described below as well as the other information contained
elsewhere in this Prospectus.
STEVENS INTERNATIONAL'S FINANCIAL CONDITION IS POOR
Stevens International is currently experiencing severe liquidity
problems and has been unable to pay all of its obligations when they have
become due. We have had operating losses in each of the last four years,
with net sales declining substantially each year since 1995. Since 1997,
cash flow from operations has been insufficient to meet our cash
requirements. We have been regularly relying on loans from Paul I. Stevens,
the Chairman and Chief Executive Officer of Stevens International, to provide
necessary funds for working capital. Unless we obtain substantial orders for
printing equipment in the near future, we may be forced to file for
bankruptcy. Our liabilities may currently exceed the value of our assets.
STEVENS INTERNATIONAL HAS INCURRED SUBSTANTIAL INDEBTEDNESS WHICH COULD BE
ACCELERATED
We have substantial debt and may incur more. As of April 1, 2000, we
had short-term and long-term debt totaling $7.68 million. Loans to Stevens
International by Paul I. Stevens in the amount of $6.54 million become due
June 30, 2001. Under current conditions we do not foresee the ability to
repay the loans from Mr. Stevens when they become due. If Mr. Stevens does
not then extend the maturity of these loans, we do not expect that we could
find a replacement lender and would be unable to pay that debt. Outstanding
loans under our bank line of credit in the amount of $1.15 million become due
June 30, 2001. We currently are not in compliance with some of the covenants
under the bank line of credit loan agreement. Although the bank can declare
the full amount of the loan immediately payable at any time, it has not done
so. If the bank lender should accelerate the maturity of the bank loan and
demand repayment of the debt, we do not expect that we could find a
replacement lender for these funds and would be unable to meet that
obligation. As the holder of liens on substantially all of our assets, the
bank could initiate a foreclosure sale of assets necessary to repay the
outstanding loan amount.
AN ECONOMIC DOWNTURN COULD HAVE AN ADVERSE EFFECT ON STEVENS INTERNATIONAL
Sales of our packaging and printing products may be adversely affected
by general economic and industry conditions and downturns and commodity
prices. Our business and results of operations may be adversely affected by
higher inflation, interest rates, unemployment and paper and paperboard
prices. It may also be adversely affected by general economic conditions
that reflect a downturn in the economy which cause customers to reduce or
delay capital expenditure decisions. For example, we incurred substantial
losses of $34.2 million in 1996 and $19.2 million in 1997. These losses were
caused by many factors, including:
* a slowdown in customers' capital spending that surfaced in the
fourth quarter of 1995;
* changing printing technology that affected demand for our
business forms printing systems, which prior to 1990
represented a substantial portion of our revenues; and
* a general economic downturn which reduced or delayed capital
expenditure decisions by our customers.
Sales of business form and specialty web printing press systems have
historically been subject to cyclical variation based upon specific and
general economic conditions.
THE TRADING MARKET FOR THE SERIES A COMMON STOCK MAY BE SMALL
The Series A Common Stock is not listed on any national securities
exchange or quoted on the NASDAQ system. The Series A Common Stock is quoted
on the Over-the-Counter Bulletin Board. Generally, the market for securities
quoted on the Bulletin Board is smaller than securities listed on national
exchanges and NASDAQ.
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THE SERIES A COMMON STOCK PRICE IS VOLATILE
The Series A Common Stock has experienced a high level of price and
volume volatility. The Series A Common Stock market price in the last few
years has ranged from a high of $4.50 per share in the second quarter of 1998
to a low of $0.09 per share in the fourth quarter of 1999. The trading price
of our common stock is likely to continue to be highly volatile and subject
to wide fluctuations. The stock price may be affected by announcements of
financial results, new product introductions, new orders or order
cancellations by us or our competitors, or other matters related to our
business. In addition, the stock price may fluctuate due to changes in
general economic and stock market conditions, investor perceptions, levels of
interest rates and the value of the U.S. dollar.
INTERNATIONAL OPERATIONS OF STEVENS INTERNATIONAL PRESENT GREATER RISKS TO
ITS BUSINESS
International sales represented 38% of net sales in 1999, 35% in 1998
and 25% in 1997. We expect that international sales will continue to
represent a significant portion of our total sales. International operations
are subject to various risks, including:
* exposure to currency fluctuations;
* political and economic conditions and trends in other
countries;
* trade and business laws in other countries;
* unexpected changes in export and import regulations and duties
of the United States and other countries;
* difficulty in staffing and managing foreign operations;
* longer customer payment cycles;
* greater difficulty in accounts receivable collection;
* potentially adverse tax consequences; and
* varying degrees of intellectual property protection.
Fluctuations in currency exchange rates could result in lower sales
volume reported in U.S. dollars. Fluctuations in currency exchange rates are
unpredictable and may be substantial. Since many of our competitors are
foreign, fluctuations in exchange rates may also affect our competitive
position in the United States market. Any event causing a sudden disruption
of international sales could have a material adverse effect on our
operations.
THE INDUSTRY IS HIGHLY COMPETITIVE
The packaging and printing equipment industry is highly competitive and
is characterized by technological advances and new product introductions and
improvements. Most of the companies marketing competitive products or with
the potential to do so are well-established, have substantially greater
financial and other resources and have established reputations for success in
the development, sale and service of these products. We face substantial
competition in marketing our products from manufacturers of both sheet-fed
and web-fed presses and related equipment. Our ability to compete
successfully will depend on our ability to design and build products which
achieve general market acceptance. This requires maintaining a technically
competent research and development staff and staying ahead of technological
changes and advances in the industry. We may encounter many difficulties and
delays in the development of new technologies and related products. We may
be unable to keep pace with the competitive demands of the marketplace. We
may be unable to create new products that establish long-term life cycles or
assure long-term field use. Moreover, our new products or improved versions
of current products may not be commercially viable. Current competitors or
new market entrants could introduce new or enhanced products with features
which render our technology, or products incorporating our technology,
obsolete or less marketable.
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PRODUCT QUALITY MUST BE HIGH
Any quality, durability or reliability problems with existing or new
products, or any other actual or perceived problems with our products, could
have a material adverse effect on market acceptance of our products. Any
quality problems with components could result in product repair or
improvements that would likely have an adverse effect on our financial
results and future sales potential.
STEVENS INTERNATIONAL IS DEPENDANT ON ITS MANAGEMENT AND KEY PERSONNEL
Our success largely depends on the personal efforts of Paul I. Stevens,
Chairman of the Board and Chief Executive Officer, Richard I. Stevens,
President and Chief Operating Officer, and on other members of senior
management. The loss or interruption of the services of these individuals
could have a material adverse effect on our business and prospects.
Our success also depends on our ability to hire and retain additional
qualified sales, marketing and other personnel. Competition for qualified
personnel in the industry is intense. We may be unable to hire or retain
additional qualified personnel, which is more difficult because of our past
weak financial performance.
STEVENS INTERNATIONAL IS CONTROLLED BY THE STEVENS FAMILY
As of April 1, 2000, Paul I. Stevens and persons and entities related to
him beneficially owned approximately 13% of the outstanding Series A Common
Stock and 93% of the outstanding Series B Common Stock of Stevens
International. This ownership represents approximately 72% of the combined
voting power and permits the Stevens' to elect a majority of the Board of
Directors and control the outcome of issues voted on by stockholders unless
approval requires a separate vote of holders of the Series A Common Stock.
In addition, this large ownership of stock may have the effect of reducing
liquidity of the trading market for the stock.
NEW LITIGATION WOULD ADVERSELY IMPACT STEVENS INTERNATIONAL
We are engaged in various actions related to product liability claims
and ordinary routine litigation incidental to our business. In addition we
have suppliers' claims resulting from our continuous liquidity problem and
corresponding inability to pay vendors on a timely basis. To date, most of
these claims have been settled. Each matter is subject to some degree of
uncertainty and there can be no assurance that all current or future claims
can be settled or successfully defended. A negative outcome in excess of
insurance coverage could have a material adverse effect on our operating
results and financial condition. Additionally, significant litigation may
result in a distraction or diversion of management's attention and adversely
affect operations.
NEW ENVIRONMENTAL CLAIMS COULD ARISE AND ADVERSELY EFFECT STEVENS
INTERNATIONAL
Our production facilities and operations are subject to local and
federal laws and regulations. We believe that we are currently in compliance
with all these laws and regulations. The Environmental Protection Agency
issued a notice of potential liability and request for participation in
cleanup activities in 1990 to approximately 60 parties including one of our
subsidiaries. The claim involved the disposition of substances that could be
characterized as "hazardous wastes" which were purportedly taken to Coakley
Landfill Site in North Hampton, New Hampshire prior to 1982. Although the
claim has been settled, there can be no assurance that we will not be subject
to further claims relating to the Coakley site or sites affected by
contamination from the Coakley site.
Furthermore, there could be some accidental contamination, disposal or
injury from the use, storage or disposition of materials used in our
operations for which we could be held liable for resulting damages. We could
be required to comply with environmental laws, regulations or claims in the
future which could result in significant additional costs.
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NEW PREFERRED STOCK MAY BE ISSUED WHICH COULD ADVERSELY AFFECT COMMON
STOCKHOLDERS
The Certificate of Incorporation of Stevens International authorizes the
issuance of two million shares of "blank check" preferred stock with
designations, rights and preferences as may be determined in the future by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect
the voting power or other rights of the holders of Common Stock. Although we
have no present intention to issue any shares of preferred stock, we may do
so in the future.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus and in our Annual Report
on Form 10-K in the sections entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations," "Business" and elsewhere
in the Form 10-K, which is incorporated by reference in this prospectus, are
"forward-looking statements" and are therefore prospective. Forward-looking
statements provide current expectations of future events based on certain
assumptions. These statements encompass information that does not directly
relate to any historical or current fact and often may be identified with
words such as "anticipates," "believes," "expects," "intends," "plans,"
"projects" and other similar expressions. Forward-looking statements in this
prospectus include, among others, statements regarding our future business
and development plans and future expectation of revenues, expenses and cash
flows. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from
future results expressed or implied by the forward-looking statements. The
most significant of those risks, uncertainties and other factors are
discussed under "Risk Factors" above, and prospective investors are urged to
carefully consider those factors.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You can read
and copy any document filed by us at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may request copies of these documents, upon payment of a duplicating fee,
by writing the SEC at the address in the previous sentence. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of its public
reference rooms. Our SEC filings are also available on the SEC's Website at
"http://www.sec.gov."
We have filed with the SEC in Washington, D.C. a registration statement
under the Securities Act of 1933 relating to the resale of Series A Common
Stock by selling stockholders. As permitted by the rules and regulations of
the SEC, this prospectus does not contain all the information contained in
the registration statement and the exhibits and schedules to the registration
statement. You may read and copy the registration statement at the SEC as
described in the preceding paragraph.
The SEC allows us to "incorporate by reference" information from other
documents that we file with it, which means that we can disclose important
information by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the following
documents:
* Stevens International's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999; and
* all other documents filed by us under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this prospectus and prior to termination of this
offering of Series A Common Stock.
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You may request a copy of any of the documents we incorporate by
reference, except exhibits to the documents (unless the exhibits are
specifically incorporated by reference) at no cost, by writing or telephoning
us at the following address:
Stevens International, Inc.
Attention: Constance I. Stevens
5700 East Belknap Street
Fort Worth, Texas 76117
(817) 831-3911
We have not authorized anyone else to provide you with different
information.
STEVENS INTERNATIONAL, INC.
Stevens International, Inc. designs, manufactures, markets and services
web-fed packaging and printing systems and related equipment. We sell to
customers in the packaging industry and in the specialty/commercial, banknote
and securities segments of the printing industry. Our technological and
engineering capabilities allow us to combine the four major printing
technologies in a single system. We combine printing presses, die cutting
equipment and delivery systems into complete integrated systems which are
capable of providing finished products in a single press pass. These systems
sell for prices ranging from $1 million to more than $10 million. We also
manufacture auxiliary and replacement parts and provide service for our
equipment, which represented 76% of net sales for 1999, 60% of net sales for
1998 and 45% of net sales for 1997. Our equipment is used by customers to
produce hundreds of end-products, including food and beverage containers,
banknotes, postage stamps, lottery tickets, direct mail inserts, personal
checks and business forms. We have an installed base of more than 3,000
machines in over 50 countries. We also market and manufacture high-speed
image processing systems primarily for use in the banknote and securities
printing industry.
All of our presses are "web-fed" presses, which print on paper or other
substrate that is fed continuously from a roll. This differs from
traditional "sheet-fed" presses, which print on pre-cut sheets of paper or
other substrate. Sheet-fed equipment is still dominant in segments of the
packaging industry and the banknote and securities segment of the printing
industry. We believe, however, that numerous opportunities exist to convert
certain users of sheet-fed equipment to our web-fed packaging and printing
systems because of efficiencies inherent in the web-fed process.
Our business has changed significantly in the last several years due to
fundamental changes in web-fed printing press markets, the large operating
losses that we sustained in 1996 and 1997 and our need to reduce
indebtedness. From 1997 to 1999, we sold the assets of four of our divisions
and used the proceeds to reduce indebtedness. Despite these asset sales and
debt reduction, our liabilities may currently exceed the value of our assets.
All our assets continue to be pledged as collateral to our lenders.
Throughout our recent history, our bank lenders have maintained first liens
on substantially all our assets. Beginning June 30, 1998, we granted liens
on all our assets then existing and to be acquired in the future as
collateral for loans from Paul I. Stevens, our Chairman and Chief Executive
Officer and principal lender. Additionally, as a result of our inability to
pay pension plan contributions since September 1999, the Pension Benefit
Guaranty Corporation, on behalf of Stevens International's pension plan for
bargaining unit employees, filed liens on our assets.
RECENT DEVELOPMENTS
On April 26, 2000, Stevens International announced its intention to spin
off into a separate company its divisions that manufacture banknote, postage
stamp and other security document printing and finishing systems and high-
speed digital-optical scanning equipment. If accomplished, the spinoff would
take the form of a tax-free distribution of shares of the new company to the
shareholders of Stevens International and would be accompanied
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by an initial public equity offering of the new company. Richard I. Stevens,
the current President and Chief Operating Officer of Stevens International,
would become the President and Chief Operating Officer of the new company.
Stevens International will be unable to accomplish the spin-off if a number
of factors beyond its control do not occur, including compliance with legal
requirements, consents from various parties and the obtaining of new orders
for this equipment.
USE OF PROCEEDS
Stevens International will not receive any of the proceeds from the sale
of the Series A Common Stock offered by the selling stockholders.
SELLING STOCKHOLDERS
The following table shows the number of shares of Series A Common Stock
that each selling stockholder owns prior to this offering (assuming that all
convertible notes held by the selling stockholders have been converted), the
number of shares offered in this prospectus and, assuming the sale of all
shares offered in this prospectus, the number of shares and percentage of the
class to be owned after completion of the offering if no other shares are
sold. The selling stockholders may sell none, some or all of the shares
offered by them as listed below.
<TABLE>
<CAPTION> Percentage of
Number of Shares Number of Series A Common
Owned Prior to Number of Shares Owned Stock Owned
Selling Stockholder Offering Shares Offered After Offering After Offering
------------------- ---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Taylor Capital Partners, L.P. 400,000 400,000 0 0%
John Higgins 200,000 200,000 0 0
River Electronics, Inc. 400,000 400,000 0 0
Kevin Conroy 300,000 300,000 0 0
C. David Thorell 112,000 100,000 12,000 *
John C. Saunders 100,000 100,000 0 0
Jane P. Bohmert 250,000 200,000 50,000 *
Dr. Henry Gasiorowski 290,000 200,000 90,000 *
Brian Kelly 100,000 100,000 0 0
____________
* Less than 1%.
</TABLE>
All shares of Series A Common Stock offered by the selling stockholders in
this prospectus were acquired by them from Stevens International through the
conversion of our 10% convertible subordinated notes due 2003. The selling
stockholders purchased the notes from Stevens International in private
placement transactions totaling $1,000,000. The general partner of Taylor
Capital Partners, L.P., a selling stockholder, is the president of Taylor
Capital Management, Inc. Taylor Capital Management, Inc. acted as the
placement agent for the sale of the notes by Stevens International and
received commissions and an expense allowance totaling 10% of the gross
proceeds from the sale of the notes.
Although each selling stockholder represented that it was purchasing the
notes for investment and with no present intention of distributing the notes,
we agreed to file this registration statement, of which this prospectus is a
part, for the resale of the shares of Series A Common Stock into which the
notes are convertible. We agreed to keep the registration statement
effective until all these shares have been sold or until by reason of Rule
144(k) under the Securities Act of 1933, or a similar rule, the resale of the
shares is no longer required to be registered. We agreed to
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bear all out-of-pocket expenses, other than selling discounts and commissions
and fees and expenses of counsel to the selling stockholders, in connection
with the registration and sales of the shares.
SALE OF SHARES
The selling stockholders advised us that the sale of shares of Series A
Common Stock offered in this prospectus by the selling stockholders may be
effected from time to time in one or more transactions, which may involve
block transactions, in the over-the-counter market or in privately negotiated
transactions. Sales may be effected at market prices prevailing at the time
of sale, at prices related to market prices or at negotiated prices. The
selling stockholders may sell shares to or through broker-dealers in
transactions involving one or more of the following:
* a block trade in which the broker-dealer attempts to sell the shares
as agent but, to facilitate the transaction, positions and resells a
portion of the block as principal;
* purchases by a broker-dealer as principal and resale by the broker-
dealer for its own account; or
* ordinary brokerage transactions in which the broker-dealer acting as
agent solicits purchases.
A broker-dealer may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder and/or the purchaser
of the shares for which the broker-dealer may act as agent or to whom it
sells as principal, or both. One of the broker-dealers through whom the
selling stockholders may sell shares is Taylor Capital Management, Inc.
Taylor Capital Management would execute the sales on an agency basis at its
normal commission rate, which would not exceed the maximum amount permitted
by NASD guidelines and in no event more than 5% of the gross proceeds of the
sale.
Broker-dealers participating in the distribution of shares may be deemed
to be underwriters under the Securities Act of 1933, and any discounts or
commissions received by the broker-dealers and any profit on the resale of
the shares may be deemed to be underwriting discounts or commissions under
the Securities Act of 1933. Stevens International has agreed to indemnify
the selling stockholders against certain liabilities, including liabilities
under the Securities Act of 1933.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Stevens International consists of
28,000,000 shares of common stock, par value $0.10 per share, consisting of
20,000,000 shares of Series A Common Stock, 6,000,000 shares of Series B
Common Stock and 2,000,000 shares of preferred stock. At April 1, 2000,
there were 7,466,347 shares of Series A Common Stock and 2,035,786 shares of
Series B Common Stock outstanding. No shares of preferred stock have been
issued. The transfer agent and registrar for the common stock is American
Stock Transfer & Trust Company. The following description of the Stevens
International capital stock includes summaries of provisions of the Second
Restated Certificate of Incorporation. These summaries do not purport to be
complete and are qualified in their entirety by reference to the Certificate
of Incorporation.
Common Stock
General. Holders of Common Stock have exclusive voting authority, except
as may be required by law or as may be provided to the holders of preferred
stock. Holders of common stock are not entitled to any cumulative voting
rights or to any preemptive rights. The outstanding shares of common stock
are fully paid and non-assessable.
Voting. Unless otherwise required by law, when voting on matters other
than the election of directors, Series A stockholders and Series B
stockholders vote together as a single class. Series A stockholders are
entitled to one-tenth of a vote per share held and Series B stockholders are
entitled to one vote per share held.
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Election of Directors. Series A stockholders vote as a separate class to
elect 25% (or the next highest whole number if the percentage is not a whole
number) of the board of directors. Series B stockholders vote as a separate
class to elect the remaining directors. If, however, the number of issued
and outstanding shares of Series B Common Stock represents less than 12.5% of
the total issued and outstanding shares of common stock, then the Series A
stockholders and Series B stockholders vote together as a single class for
the remaining directors. In that case, the Series A stockholders will be
entitled to one-tenth of a vote per share held and the Series B stockholders
will be entitled to one vote per share held.
Director Removal; Board Vacancy. The removal, with or without cause, of
a director or the filling of a vacancy on the board of directors may be
accomplished by the vote of the holders of the common stock, either Series A
or Series B, who were originally entitled to vote for the position then
subject to removal or vacancy. In the absence of a stockholder vote the
remaining directors may fill a vacancy. The board of directors may increase
the size of the board and fill the vacancy so created, but, unless the Series
A and Series B stockholders vote as a single class for the election of
directors, the board of directors may increase the size of the board only to
the extent that 25% of the enlarged board consists of directors elected by
Series A stockholders.
Stock Splits and Stock Dividends. The Series B Common Stock may not be
split unless the Series A Common Stock is correspondingly split in the same
proportion. Stock dividends may be paid either:
* in Series A shares to Series A stockholders and in Series B shares to
Series B stockholders; or
* in Series A shares to both Series A stockholders and Series B
stockholders.
Conversion. At the option of Stevens International, all outstanding
shares of Series A Common Stock may be converted into shares of Series B
Common Stock on a share-for-share basis upon:
* the approval of the board of directors and a majority of the Series A
and Series B stockholders voting separately; or
* at the discretion of the board of directors to meet requirements of
law or to avoid exclusion of either series of common stock from
trading on a national securities exchange or NASDAQ.
Any Series B stockholder, at his option, may convert his Series B shares into
Series A shares on a share-for-share basis. The Series A Common Stock will
automatically convert to Series B Common Stock on a share-for-share base if
as a result of the existence of the Series A Common Stock, the Series A
Common Stock or the Series B Common Stock is excluded from trading on all
national securities exchanges, the NASDAQ and any other national quotation
system then in use.
Preferred Stock
The board of directors is authorized, without further action by the
stockholders, to issue from time to time shares of preferred stock in one or
more series. At the time of issuance the board of directors may fix the
voting rights, liquidation preferences, divided rates, redemption rights and
certain other rights and limitations of that series. The voting rights of
any series of preferred stock, however, cannot be greater than the voting
rights of the Series B Common Stock. The board of directors without
stockholder approval can issue preferred stock with voting and conversion
rights that could adversely affect the holders of common stock. Payment of
dividend preferences on outstanding shares of preferred stock would reduce
the amount of funds available for the payment of dividends on the outstanding
shares of common stock. Holders of shares of preferred stock normally would
be entitled to receive a preference payment in the event of any liquidation,
dissolution or winding up of Stevens International before any payment is made
to any holder of shares of common stock.
LEGAL MATTERS
Counsel for Stevens International, Kelly, Hart & Hallman, P.C., Fort
Worth, Texas, will give a legal opinion as to the validity of the shares of
Series A Common Stock offered in this prospectus.
10
<PAGE>
EXPERTS
The consolidated financial statements and financial statement schedule of
Stevens International, Inc. and subsidiaries at December 31, 1999 and 1998,
and for each of the two years in the period ended December 31, 1999,
incorporated by reference in this prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as stated in their
report relating to those consolidated financial statements and schedule, and
are incorporated by reference in this prospectus in reliance upon the
authority of said firm as experts in accounting and auditing.
The consolidated statements of operations, stockholders' equity and cash
flows and related financial statement schedule for the year ended December
31, 1997 of Stevens International, Inc. and subsidiaries, incorporated by
reference in this prospectus by reference from the Stevens International,
Inc. annual report on From 10-K for the year ended December 31, 1999 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to an uncertainty as to the ability of Stevens
International, Inc. to continue as a going concern) which is incorporated
herein by reference, and has been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and
auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below are the estimated expenses in connection with offering of
securities described in this Registration Statement.
SEC registration Fee. . . . . . . . $ 363
Printing and duplicating expenses . 3,000
Legal fees and expenses . . . . . . 20,000
Accounting fee and expenses . . . . 3,500
Blue sky expenses . . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . 4,137
-------
Total. . . . . . . . . . . . . . $35,000
Item 15. Indemnification of Directors and Officers.
Stevens International, Inc. (the "Company") is incorporated in Delaware.
Under Section 145 of the Delaware General Corporation Law, a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits
or proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses and liabilities incurred in
any such action, suit or proceeding so long as they acted in good faith and
in a manner that they reasonably believed to be in, or not opposed to, the
best interests of such corporation, and with respect to any criminal action,
that they had no reasonable cause to believe their conduct was unlawful.
With respect to suits by or in the right of such corporation, however,
indemnification is generally limited to attorney's fees and other expenses
and is not available if such person is adjudged to be liable to such
corporation unless the court determines that indemnification is appropriate.
A Delaware corporation also has the power to purchase and maintain insurance
for such persons. Article Ninth of the Company's Second Restated Certificate
of Incorporation requires indemnification of directors and officers to the
fullest extent permitted by Delaware law.
Additionally, the Company has acquired directors and officers insurance in
the amount of $3 million, which includes coverage for liability under the
federal securities laws.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
certificate of incorporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided
that such provisions may not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on capital stock) of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit. Article Tenth of the Company's Second
Certificate of Incorporation contains such a provision.
The above discussion of the Company's Certificate of Incorporation and
Section 102(b)(7) and 145 of the Delaware General Corporation Law is a
summary of those provisions and is not intended to be complete and is
qualified in its entirety by reference to the Certificate of Incorporation
and such provisions of Delaware law.
Item 16. Exhibits.
Exhibit
Number Description
- ------- -----------
4.3 Form of 10% Convertible Subordinated Note due 2003; incorporated
herein by reference to Exhibit 4.3 to the Company's report on Form
10-K for the year ended December 31, 1999.
5.1 Opinion of Kelly, Hart & Hallman, P.C. re legality.
10.1 Loan Agreement dated June 30, 1998 between Wells Fargo Bank, National
Association and the Company; incorporated herein by reference to
Exhibit 10.1 to the Company's report on Form 10-Q for the period
ended June 30, 1998.
10.2 Loan Agreement dated June 30, 1998 between Paul I Stevens and the
Company; incorporated herein by reference to Exhibit 10.2 to the
Company's report on Form 10-Q for the quarter ended June 30, 1998.
10.3 Standard Deposit Receipt and Real Estate Purchase Contract dated June
30, 1998 among the Company, J.J.L. Holdings Company Ltd. and M.B.A.
Holdings Company, Ltd.; incorporated herein by reference to Exhibit
2.1 to the Company's report on Form 8-K/A filed September 18, 1998.
10.4 Standard Form Asset Purchase Contract dated June 30, 1998 among the
Company, J.J.L. Holdings Company Ltd. and M.B.A. Holdings Company,
Ltd.; incorporated herein by reference to Exhibit 2.2 to the
Company's report on Form 8-K/A filed September 18, 1998.
10.5 Asset Contract to Purchase Real Estate dated February 8, 1999 between
the Company and Production Manufacturing, Inc.; incorporated by
reference to Exhibit 10.11 to the Company's report on Form 10-K for
the year ended December 31, 1998.
23.1 Consent of Kelly, Hart & Hallman, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page of this
registration statement).
Item 17. Undertakings.
The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; 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;
(b) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and offering such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of 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 Fort Worth, State of Texas, on
April 28, 2000.
STEVENS INTERNATIONAL, INC.
By /s/ PAUL I. STEVENS
Paul I. Stevens
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned directors and officers of STEVENS INTERNATIONAL, INC.,
hereby appoint PAUL I. STEVENS and GEORGE A. WIEDERAENDERS, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities indicated below, which
said attorneys and agents, or each of them, may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement,
including, without limitation, power and authority to sign for us, or any of
us, in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons on April
28, 2000, in the capacities indicated.
Signature Title or Capacity
/s/ PAUL I. STEVENS Chairman of the Board, Chief Executive
Paul I. Stevens Officer and Chief Financial Officer
/s/ GEORGE A. WIEDERAENDERS Chief Financial Officer
George A. Wiederaenders
/s/ RICHARD I. STEVENS Director
Richard I. Stevens
/s/ CONSTANCE I. STEVENS Director
Constance I. Stevens
/s/ JAMES D. CAVANAUGH Director
James D. Cavanaugh
________________________ Director
Michael Destresse
/s/ EDGAR H. SCHOLLMAIER Director
Edgar H. Schollmaier
<PAGE>
EXHIBIT INDEX
Exhibit Description
5.1 -- Opinion of Kelly, Hart & Hallman, P.C.
23.2 -- Consent of Grant Thornton LLP.
23.3 -- Consent of Deloitte & Touche LLP.
April 28, 2000
Stevens International, Inc.
5700 East Belknap Street
Fort Worth, Texas 76117
Re: Registration Statement on Form S-2
Gentlemen:
This firm has acted as counsel to Stevens International, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-2 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for
the registration of the sale by certain stockholders of the Company of
2,000,000 shares of Series A Common Stock of the Company (the "Shares")
acquired by such stockholders upon the conversion of the Company's 10%
Convertible Subordinated Notes due 2003 (the "Notes").
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to or reviewed by us, including all amendments
and supplements thereto, are accurate and complete and if not originals are
true and correct copies of the originals; (ii) the signatures on each of such
documents by the parties thereto are genuine; (iii) each individual who
signed such documents had the legal capacity to do so; and (iv) all persons
who signed such documents on behalf of a corporation were duly authorized to
do so. We have assumed that there are no amendments, modifications or
supplements to such documents other than those amendments, modifications and
supplements that are known to us.
Based on the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that:
1. The Company was incorporated, exists and is in good standing under
the laws of the State of Delaware.
2. The issuance of the Shares has been duly authorized by all necessary
corporate action on the part of the Company.
3. When issued in accordance with the terms of the Notes, the Shares
will be validly issued, fully paid and nonassessable.
This opinion is further limited and qualified in all respects as follows:
A. The opinion is specifically limited to matters of the existing
General Corporation Law of the State of Delaware. We express no opinion
as to the applicability of the laws of any other particular jurisdiction
to the transactions described in this opinion.
B. This opinion is limited to the specific opinions stated herein, and
no other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
C. This opinion is based on our knowledge of the law and facts as of
the date hereof. We assume no duty to update or supplement this opinion
to reflect any facts or circumstances that may hereafter come to our
attention or to reflect any changes in any law that may hereafter occur or
become effective.
This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent.
We hereby consent to the use of this opinion in the above-referenced
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ Kelly, Hart & Hallman
KELLY, HART & HALLMAN
(a professional corporation)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 24, 2000 accompanying the consolidated
financial statements and schedules of Stevens International, Inc. and
subsidiaries appearing in the 1999 Annual Report of the Company on Form 10-K
for the year ended December 31, 1999, which is incorporated by reference in
this Registration Statement. We consent to the incorporation by reference in
this Registration Statement of the aforementioned report and to the use of
our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Dallas, Texas
May 1, 2000
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Stevens International, Inc. on Form S-2 of our report dated March 31, 1998
(which report, expresses an unqualified opinion and includes an explanatory
paragraph relating to an uncertainty as to the ability of Stevens
International, Inc. to continue as a going concern) appearing in the Annual
Report on Form 10-K of Stevens International, Inc. for the year ended
December 31, 1999 and the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Fort Worth, Texas
April 28, 2000
