P R O S P E C T U S
4,108,720 SHARES
EVANS ENVIRONMENTAL CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of shares (the "Shares") of
common stock, par value $0.012 per share (the "Common Stock"), of Evans
Environmental Corporation, a Colorado corporation (the "Company"). The Shares
may be offered and sold from time to time by certain selling shareholders of the
Company as described herein (collectively, the "Selling Shareholders") in
transactions in the open market, in negotiated transactions or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
from whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Sale of Shares."
The Selling Shareholders collectively own, or have the right to acquire, an
aggregate of 4,108,720 Shares from the Company. Corporate Relations Group, Inc.,
a Florida corporation, owns 545,000 Shares of Common Stock and has the right to
acquire 600,000 Shares of Common Stock underlying certain warrants. See "Recent
Developments." Strategica Capital Corporation has the right to acquire 2,460,193
Shares of Common Stock underlying certain warrants, R.C. Quintero & Co. has the
right to acquire 231,250 Shares of Common Stock underlying certain warrants, and
certain individuals own in the aggregate 272,277 Shares of Common Stock. See
"Selling Security Holders."
None of the proceeds from the sale of the Shares by the Selling Shareholders
will be received by the Company. The Company has agreed to bear all expenses
(other than underwriting discounts, broker or dealer commissions, and fees and
expenses of counsel or other advisors to the Selling Shareholders) in connection
with the registration and sale of the Shares being offered by the Selling
Shareholders and to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act.
The Common Stock is listed on the National Association of Securities Dealers,
Inc. Automated Quotation System Small Cap Market ("Nasdaq"). On October 16,
1996, the last reported sale price of the Common Stock of the Company on Nasdaq
was $.71875 per share.
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INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 3.
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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.
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The date of this Prospectus is October 17, 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the
Shares to be sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
CERTAIN DOCUMENTS PREVIOUSLY FILED BY THE COMPANY WITH THE COMMISSION PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), ARE
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. SEE "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE." COPIES OF ANY DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS THEY ARE SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO
WHOM A PROSPECTUS IS DELIVERED UPON REQUEST TO THE SECRETARY, EVANS
ENVIRONMENTAL CORPORATION, 1000 SOUTHERN BOULEVARD, SUITE 200, WEST PALM BEACH,
FLORIDA 33405, TELEPHONE (561) 832-3110.
The Company is subject to the informational and reporting requirements of the
Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, at prescribed rates. Any reports, proxy
statements and other information that the Company files electronically with the
Commission may be viewed on the Internet Web site maintained by the Commission
at http://www.sec.gov.
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THE COMPANY
The Company's principal executive offices are located at 1000 Southern
Boulevard, Suite 300, West Palm Beach, Florida 33405. Its telephone number is
(561) 832-3110. The Company provides environmental laboratory, consulting,
management and remediation services, specializing in providing services related
to environmental problems such as contaminated soil and water, underground
storage tanks, asbestos, lead based paint, and wetland or endangered habitat
management. The Company provides its consulting, testing and engineering
services to both public and private clients through its subsidiaries Evans
Environmental & Geological Science & Management, Inc., Evans Habitat
Restoration, Inc., and American Remedial Technologies, Inc.
RISK FACTORS
INVESTMENT IN THE SHARES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS, THE
FOLLOWING RISK FACTORS BEFORE PURCHASING SHARES.
RISKS RELATED TO THE COMPANY
ADDITIONAL FINANCING REQUIRED; GOING CONCERN EXPLANATORY PARAGRAPH INCLUDED
IN THE REPORT OF THE INDEPENDENT PUBLIC ACCOUNTANTS. For the fiscal year ended
March 31, 1996, the Company recorded net losses of $2,051,365 and had negative
cash flow from continuing operations of $1,059,102. In addition, at March 31,
1996 the Company had negative tangible net worth of $1,373,609. No assurance can
be given that the Company will operate profitably in the future. As a result of
the Company's history of losses, the Company's independent public accountants
expressed substantial doubt in its report accompanying the Company's fiscal year
1996 financial statements as to the Company's ability to continue as a going
concern and have stated that continued operations are dependent upon obtaining
profitable operations or obtaining additional financing. The Company intends to
fund its current operations from the combination of cash on hand, cash generated
from operations, potential new equity from the possible exercise of outstanding
warrants, as well as costs savings generated from its restructuring measures.
These sources of capital are expected to largely fund the Company's current
operations through March 31, 1997. Management expects a return to profitability
in fiscal year 1997. However, if the Company does not return to profitability,
then absent alternative sources of financing, there would be a material adverse
effect on the financial condition, operations and business prospects of the
Company. The Company has no arrangements in place for financing, except for a
$500,000 revolving bank line of credit currently in existence. There can be no
assurances that the Company will not require additional debt or equity financing
in the future to increase its revenues, make acquisitions, or become profitable.
ABSENCE OF DIVIDENDS. The Company has never paid cash dividends on its
Common Stock and has no plans to do so in the foreseeable future. Payment of
dividends on the Common Stock is subject to prior payment of accrued and unpaid
dividends on outstanding shares of the Company's Preferred Stock. The Company
intends to retain earnings, if any, to fund continuing operations.
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Board of Directors has the power
to issue Common Stock and Preferred Stock without shareholder approval, up to
the number of authorized shares set forth in the Company's Certificate of
Incorporation, as amended. The Company has granted options and warrants to
purchase in the aggregate approximately 4,832,441 shares of the Company's Common
Stock, which includes the warrants being registered herein. See "Selling
Security Holders." In addition, the Company has granted, and has the authority
to grant, options pursuant to its 1996 Stock Option Plan and outside of such
Plan. The issuance of any additional shares by the Company in the future may
result in a reduction of the book value or market price, if any, of the then
outstanding Common Stock. Issuance of additional shares of Common Stock or
Preferred Stock will generally reduce the proportionate ownership and voting
power of then existing stockholders of shares of Common Stock.
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SETTLEMENT WITH FORMER LENDER. From time to time over the last 15 months, the
Company has been involved in discussions with a former private lender to the
Company. The purpose of these discussions has been to settle all outstanding
differences between the former lender and the Company regarding a variety of
matters, including, without limitation, the exercise price of the former
lender's outstanding warrants, amounts claimed to be owed to the former lender
for legal fees, shares claimed to be owed to the former lender for the loan of
funds and services rendered, and claimed rights to additional shares of the
Company's stock. Although all cash amounts owed to the former lender for
principal and interest were paid in full in July, 1996, the former lender has
continued to make further demands on the Company. Although the Company has
rejected the validity of all such claims it has agreed to reach an accommodation
with the former lender on some of these claims solely for the purpose of
reaching a definitive settlement of all outstanding differences. To date the
former lender has not agreed to any settlement. The Company is unable to foresee
the ultimate outcome of this matter.
RISKS RELATED TO THE ENVIRONMENTAL BUSINESS
EFFECTS OF GOVERNMENT REGULATION. The demand for environmental consulting,
testing, management and remediation services, as well as their nature and
performance, has substantially benefitted from the existence and enforcement of
federal, state and local regulation. The nature and extent of future regulatory
enforcement and funding, and their impacts on the demand for the Company's
services, cannot be predicted. There can be no assurance that changes in
governmental support and regulation will not have a material adverse effect on
the Company's business. The State of Florida has suspended the processing of
most applications for reimbursement under a remediation program in which the
Company participates. There can be no assurance that suspension of
reimbursements under the program and any legislative changes to the program will
not have a material adverse effect on the Company.
POSSIBLE LIABILITY FROM ENVIRONMENTAL REMEDIATION SERVICES. The Company,
through its wholly-owned subsidiary, Evans Management Co., provides a number of
environmental consulting services, including the assessment and remediation of
contaminated sites related to discharges of petroleum products from petroleum
storage systems that are eligible for reimbursement of cleanup costs under the
Florida Inland Protection Trust Fund (the "Program"). The Company enters into
contracts from time to time with third parties for the purpose of funding such
remediation work, subject to payment of a markup or handling fee to such
funders. In the event the State of Florida were to determine that certain costs
are not reimbursable, such contracts generally provide that the Company is
required to itself reimburse to such funders all costs not reimbursed to them by
the State of Florida. Furthermore, the refusal of claims for reimbursable costs
may affect the ability of the Company to obtain additional advances for
reimbursable costs under the same or other projects. There can be no assurance
that the State of Florida will reimburse all costs in the currently pending
applications or that reimbursements will be timely made. Moreover, recent State
of Florida legislation provides that only reimbursement claims submitted to the
State by December 31, 1996 will be authorized for payment. There can be no
assurance that changes to the Program by the Florida legislature or Governor
will not have a material adverse effect on the Company or that the Program will
not be eliminated altogether.
OTHER ENVIRONMENTAL RISKS. The Company has licensed technology to be used in
connection with the biological destruction of environmental pollution. The
process has not been approved by the State of Florida, and no assurance can be
given that such approval will be obtained. Finally, there is a risk that, if it
were alleged that the Company failed to properly assess environmental issues in
connection with the provision of environmental services, the Company could be
held accountable for substantial consequential and other damages resulting
therefrom. There can be no assurance that the Company would prevail in defending
against any such claims or that, if unsuccessful, the Company's insurance would
be sufficient in amount to cover such claims.
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COMPETITION. The Company operates in a highly competitive industry. In the
environmental area there are many companies with greater resources and more
extensive facilities then the Company. The Company's ability to compete, in
part, depends on its ability to continue to obtain performance bonding and bid
bonding which is dependent on the Company's financial condition.
DEPENDENCE ON MANAGEMENT AND SKILLED PERSONNEL. The success of the Company's
environmental business will be particularly dependent on the abilities of
management to coordinate the operations of the Company and to implement the
Company's business plans. The loss of Dr. Charles C. Evans, the Company's
Chairman of the Board of Directors, Enrique A. Tomeu, the Company's President
and Chief Executive Officer, or certain other members of the management team
could have a material adverse effect on the Company's operations. The Company
does not presently maintain "key man" life insurance on any members of
management other than Dr. Evans. In addition, the Company's success will depend
in large part upon the continued ability of the environmental business to
attract and retain skilled employees, which may be difficult because the market
for the services of such individuals is becoming increasingly competitive.
RECENT DEVELOPMENTS
CORPORATE RELATIONS AGREEMENT
On August 13, 1996, the Company entered into a Lead Generation/Corporate
Relations Agreement ("Corporate Relations Agreement") with Corporate Relations
Group, Inc., a Florida corporation ("CRG"), whereby the Company retained CRG to
provide certain corporate relations services. As payment for these corporate
relations services, the Company has issued to CRG 545,000 Shares of Common
Stock. Additionally, the Company has issued warrants to purchase Common Stock as
follows: (i) 300,000 Shares at the exercise price of $2.00 per share,
exercisable within one year from August 13, 1996; (ii) 150,000 Shares at $2.50
per share, exercisable within two years from August 13, 1996; and (iii) 150,000
Shares exercisable at $2.70 per share, exercisable three years from August 13,
1996. The Company has agreed to register all of the above shares for resale by
CRG. Notwithstanding the above, CRG has agreed to return 47,000 shares to the
Company if by the end of the five year term of the Corporate Relations Agreement
the price of the Company's shares as traded on Nasdaq has not traded at or above
$4.50 per share for any period of ten consecutive days.
BOARD OF DIRECTORS
In August, 1996, Richard Salpeter, Scott Salpeter, and Kelly Evans resigned
from the Board of Directors and Luis De la Cruz, Joseph F. Startari, and
Raimundo Lopez-Lima Levi were appointed by the remaining members of the Board
to fill these vacancies.
John McCracken resigned as a Series B Preferred Stock Director and was
appointed by the Board as a Common Stock Director. The remaining Series B
Preferred Stock Directors appointed Michael S. Klein to replace Mr. McCracken.
INFORMATION REGARDING NEW DIRECTORS:
LUIS DE LA CRUZ since 1990 been president and a shareholder of De la Cruz &
Cutler, P.A., a law firm in Coral Gables, Florida. His principal areas of
practice are real estate and commercial transactions. He has a B.S. degree in
civil engineering and a J.D. degree from the University of Florida.
RAIMUNDO LOPEZ-LIMA LEVI has been the managing partner of Lopez Levi &
Associates, P.A., CPA., a public accounting firm in Miami, Florida. From 1985 to
1991 Mr. Levi was in the tax division of Arthur Andersen & Co.
JOSEPH F. STARTARI from December, 1995 has been president and CEO of
Biotechna Environmental Limited, an environmental technology company, traded on
the stock exchange in Alberta, Canada. From June, 1978 until December, 1995 Mr.
Startari worked in a variety of positions in the Ordinance Division
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of Olin Corporation, a defense contractor. Most recently, from February, 1995
until he left Olin Corporation, he was Vice President-Recovery Systems and
Executive Vice President of Olin Services, Inc.
MICHAEL S. KLEIN from 1987 to 1995 was chairman and chief executive officer
of ViTel International, a company specializing in network facsimile services.
Since January, 1995 Mr. Klein has devoted his time to a variety of public
service and environmental conservation activities.
CHIEF FINANCIAL OFFICER
On July 16, 1996, David C. Langle became the new Chief Financial Officer of
the Company, replacing Scott Salpeter. Mr. Langle has 16 years of experience in
public and private accounting and business management. Prior to his employment
with American Remedial Technologies, Inc. (which was acquired by the Company in
July, 1996) in May, 1995 he served in various senior management capacities as
vice president, chief financial officer and director for two public companies,
Solar Financial Services, Inc. (1993 to 1995) and Frenchtex, Inc. (1991 to
1993). In March, 1995, Solar Financial Services, Inc. filed a petition for
relief under the federal bankruptcy laws, and the proceeding was converted to a
liquidation proceeding under Chapter 7 of the Bankruptcy Code in June, 1995.
During Mr. Langle's tenure at Frenchtex, he also served as financial director
and acting general manager of the Company's European manufacturing subsidiary.
From 1982 to 1991, Mr. Langle was employed by the Miami office of Spicer &
Oppenheim, an international accounting and consulting firm where he completed
his tenure as an audit partner. He has a Bachelor of Science degree in
Accounting and Business Administration from the University of Illinois at
Chicago and he maintains professional registration as a certified public
accountant in the State of Florida.
PROPOSED DEVELOPMENTS
CHANGE OF COMPANY NAME: The Board of Directors has proposed that the name of
the Company be changed to ECOS Group, Inc. The Board believes that in light of
the Company's expanded activities in the area of remediation since the
acquisition of American Remedial Technologies, Inc., in July, 1996, a new name
would better describe the nature and activities of the Company. The name change
is being submitted to the shareholders of the Company for approval at the
Company's next annual meeting of shareholders, currently scheduled for October
18, 1996. If approved by the shareholders, the Company's Articles of
Incorporation will be amended accordingly.
1996 STOCK OPTION PLAN: The Evans Environmental Corporation 1996 Stock Option
Plan which would make available options for 2,000,000 shares of the Company's
Common Stock was approved by the Board of Directors on August 15, 1996, subject
to shareholder approval at the Company's annual meeting of shareholders,
currently scheduled for October 18, 1996.
INCREASE IN AUTHORIZED SHARES: The Company has submitted for shareholder
approval at the next annual meeting of shareholders, currently scheduled for
October 18, 1996, an increase of its authorized shares of Common Stock from
25,000,000 to 75,000,000. The Company is obligated to maintain sufficient
authorized shares available to permit conversion of the 1,000,000 issued and
outstanding shares of Series B Preferred Stock which are eligible to be
converted into 10,000,000 shares of Common Stock during a three year period
commencing after March 31, 1997 upon the attainment by the Company of certain
earnings goals. Currently, the Company would have only 557,433 authorized shares
of Common Stock available to be used for conversion of the Series B Preferred
Stock after allowing for (i) the conversion by Strategica Capital Corporation
into 2,285,193 Common Stock shares of 761,731 shares of Series A Convertible
Preferred Stock which would be outstanding upon exercise of certain currently
exercisable warrants, (ii) the exercise of 1,004,748 currently exercisable
options held mostly by current and former officers and directors of the Company,
(iii) the exercise of 942,500 other currently exercisable warrants held
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principally by a former lender to the Company and by an off-shore broker which
acted as placement agent for the Company in a recent offering of its shares,
(iv) the exercise of the 600,000 currently outstanding warrants held by CRG and
(v) the reservation of 2,000,000 shares under the Company's new 1996 Stock
Option Plan (assuming it is approved by the shareholders).
The increase in authorized shares would also permit the Company to have
approximately 40,557,433 additional authorized but unissued shares available for
sale to raise capital, for issuance to acquire other companies, or for other
corporate purposes.
SELLING SECURITY HOLDERS
The Shares covered by this Prospectus are being offered and sold by the
Selling Shareholders, as listed below. The Company has issued 545,000 Shares of
Common Stock to CRG in connection with the Corporate Relations Agreement. In
addition, CRG owns warrants exercisable for an aggregate 600,000 Shares. "See
Recent Developments."
The following table shows as to each Selling Shareholder the number of Shares
owned by each Selling Shareholder prior to this offering and the number of
Shares being registered hereby:
<TABLE>
<CAPTION>
Number of Number of Shares
Shares Owned Shares Owned
Name Prior to Offering Registered After Offering
<S> <C> <C> <C>
Corporate Relations Group 1,145,000(1) 1,145,000(1) 0
Milton H. Barbarosh 25,000 25,000 0
Charles A. Ramos 50,000 50,000 0
Roger Besu, P.A. 50,000 50,000 0
Trust AC FBO Duncan,
Goodman & Associates, Ltd.
Cyrus E. Hornsby III 25,000 25,000 0
Adela M. Tomeu 122,277 122,277 0
Strategica Capital Corporation 2,540,193(2) 2,460,193(2) 80,000
R.G. Quintero & Co. 231,250(3) 231,250(3) 0
TOTAL......................... 4,188,720 4,108,720 80,000
</TABLE>
(1) Includes 600,000 Shares underlying warrants.
(2) Includes (i) 175,000 Shares underlying warrants granted to a
predecessor corporation and (ii)761,731 shares of the Company's Series A
Convertible Preferred Stock issuable under warrants. The shares of Series A
Convertible Preferred Stock are convertible into 2,285,193 Shares of Common
Stock.
(3) Consisting of 231,250 Shares underlying warrants.
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Under the terms of the Corporate Relations Agreement, the Company agreed to
file a registration statement with respect to the 545,000 Shares of Common Stock
and the 600,000 Shares underlying warrants given to CRG.
SALE OF THE SHARES
Sales of the Shares may be made by the Selling Shareholders, or, subject to
applicable law, by pledgees, donees, transferees or other successors in
interest, in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the following:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to sale. Such
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales.
The Company has advised the Selling Shareholders of their obligations under
the Exchange Act to avoid market manipulation of the Shares (including, without
limitation, their obligation not to purchase or solicit purchases by others of
any of the Shares during the two business days preceding the commencement of any
offers or sales of the Shares by any of the Selling Shareholders) until the
offering pursuant to this Prospectus by all Selling Shareholders has been
completed.
The Company also has advised the Selling Shareholders of their obligations
under the Securities Act to deliver copies of this Prospectus to any purchaser
of their Shares. Further, the Company has advised the Selling Shareholders that
they must advise the Company of any changes concerning them contained herein and
that sales of the Shares shall be made only at such times as this Registered
Statement is deemed effective by the Commission.
LEGAL MATTERS
A legal opinion to the effect that the Shares are validly issued, fully paid
and nonassessable has been rendered by Adorno & Zeder, P.A., Miami, Florida.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-KSB for the year ended March 31, 1996, have
been audited by Coopers & Lybrand, L.L.P., independent auditors, and the
financial statements of American Remedial Technologies, Inc., which was acquired
by the Company on July 8, 1996 appearing in the Company's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1996, have been audited by Lopez Levi
& Associates, P.A., independent auditors, as set forth in their reports thereon
included therein are incorporated herein by reference. The report of Coopers &
Lybrand, L.L.P. contains an explanatory paragraph relating to the Company's
ability to continue as a going concern as described in Note 23 to those
consolidated financial statements. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 0-16322) are incorporated
herein by this reference:
(1) The Company's Annual Report on Form 10-KSB for the year ended March
31, 1996;
(2) The Amendment to the Company's Form 10-KSB for the year ended March
31, 1996 on Form 10-KSB/A dated September 16, 1996;
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996;
(4) The Amendment to the Company's Form 10-QSB for the quarter ended
June 30, 1996 on Form 10-QSB/A dated October 9, 1996;
(5) The Company's current report on Form 8-K dated July 22, 1996; and
(6) The Company's Proxy Statement for the Annual Meeting of Shareholders
to be held on October 18, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document
is filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporated by reference) modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
this paragraph.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
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