<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1996
SEC Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INFINITY, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1070066
- ---------------------------- ------------------------------------
(State or Other Jurisdiction (IRS Employer Identification Number)
of Incorporation)
211 West 14th Street, Chanute, Kansas 66720
(316) 431-6200
-------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Stanton E. Ross, President
211 West 14th Street, Chanute, Kansas 66720
(316) 431-6200
--------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Jon D. Sawyer, Esq.
Jon D. Sawyer, P.C.
1401 17th Street, Suite 460
Denver, Colorado 80202
(303) 295-2355
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: ___
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check 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 registration statement for the
same offering: ___
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: ___
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities to be Amount to be Price Per Offering Registration
Registered Registered Unit<FN1> Price<FN1> Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 758,000 $1.6875 $1,279,125 $387.61
Par Value
- ------------------------------------------------------------------------------
<FN>
<FN1>
Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, based upon the closing sale
price of the Common Stock as reported on The Nasdaq Small-Cap Market on
November 1, 1996.
</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>
PROSPECTUS
INFINITY, INC.
758,000 Shares of Common Stock
The 758,000 shares of Common Stock, $.0001 par value ("Common Stock") of
Infinity, Inc., a Colorado corporation (the "Company"), offered hereby (the
"Shares") are being sold by the selling stockholders identified herein (the
"Selling Stockholders"). Such offers and sales may be made in the over-the-
counter market, or otherwise, at prices and on terms then prevailing, or at
prices related to the then-current market price, or in negotiated
transactions, or by underwriters pursuant to an underwriting agreement in
customary form, or in a combination of any such methods of sale. The Selling
Stockholders may also sell such shares in accordance with Rule 144 under the
Securities Act of 1933, as amended (the "1933 Act"). The Selling Stockholders
are identified and certain information with respect to them is provided under
the caption "Selling Stockholders" herein. The expenses of the registration
of the securities offered hereby, including fees of counsel for the Company,
will be paid by the Company. The following expenses will be borne by the
Selling Stockholders: underwriting discounts and selling commissions, if any,
and the fees of legal counsel, if any, for the Selling Stockholders. The
filing by the Company of this Prospectus in accordance with the requirements
of Form S-3 is not an admission that any person whose shares are included
herein is an "affiliate" of the Company.
The Selling Stockholders have advised the Company that they have not
engaged any person as an underwriter or selling agent for any of such shares,
but they may in the future elect to do so, and they will be responsible for
paying such a person or persons customary compensation for so acting. The
Selling Stockholders and any broker executing selling orders on behalf of any
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the 1933 Act, in which event commissions received by any such broker may be
deemed to be underwriting commissions under the 1933 Act. The Company will not
receive any of the proceeds from the sale of the securities offered hereby.
The Common Stock is listed on The Nasdaq Small-Cap Market under the
symbol "IFNY". On _______, 1996, the closing sale price of the Common Stock,
as reported on the Nasdaq Small-Cap Market, was $____ per share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE __ OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1996.
<PAGE>
No person is authorized in connection with any offering made hereby to
give any information or to make any representations other than as contained in
this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus is not an offer to sell, or a solicitation of an offer to buy, by
any person in any jurisdiction in which it is unlawful for such person to make
such an offer or solicitation. Neither the delivery of this Prospectus nor any
sales made hereunder shall under any circumstances create any implication that
the information contained herein is correct as of any time subsequent to the
date hereof.
AVAILABLE INFORMATION
The Company is subject to certain informational reporting requirements
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). These reports, proxy statements
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024 of the Commission's
office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549, and
at its regional offices located at 7 World Trade Center, Suite 1300, New York,
NY 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such reports, proxy statements and other information can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, DC 20549 at prescribed rates. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. Additional updating information with respect to the
securities covered herein may be provided in the future to purchasers by means
of appendices to this Prospectus. The Company has filed with the Commission in
Washington, DC a registration statement (herein, together with all amendments
and exhibits, referred to as the "Registration Statement") under the 1933 Act
with respect to the securities offered or to be offered hereby. This
Prospectus does not contain all of the information included in the
Registration Statement, certain items of which are omitted in accordance with
the rules and regulations of the Commission. For further information about
the Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto. The Registration Statement
has been filed electronically through the Commission's Electronic Data
Gathering, Analysis and Retrieval System and may be obtained through the
Commission's Web site (http://www.sec.gov.).
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any document incorporated herein by reference, excluding exhibits. Requests
should be made to Infinity, Inc., 211 West 14th Street, Chanute, Kansas 66720,
telephone (316) 431-6200, and directed to the attention of Stanton E. Ross.
-2-
<PAGE>
TABLE OF CONTENTS
PAGE
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . 10
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 12
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . 13
-3-
<PAGE>
THE COMPANY
Infinity, Inc. (the "Company"), through its subsidiaries, is engaged in
providing oil field and water treatment services and it is also engaged in oil
and gas exploration and development.
The Company was organized as a Colorado corporation on April 2, 1987,
for the purpose of searching for and acquiring a business combination
candidate.
On August 17, 1988, the Company completed a public offering of Units
consisting of stock and warrants, for net proceeds of approximately $369,716.
On March 10, 1992, the Company acquired all of the outstanding stock of
Infinity Research and Development, Inc. ("IRD"), formerly named Phoenix
Research & Development Corporation, in exchange for the issuance of shares of
the Company's Common and Preferred Stock. IRD was incorporated under the laws
of the State of Missouri on December 18, 1991, for the purpose of acquiring
the rights to a technology to remove contaminants from waste-water, and to
manufacture and market products using this technology.
On December 15, 1993, the Company acquired all of the outstanding stock
of L.D.C. Food Systems, Inc. ("LDC"), a New Jersey corporation, in exchange
for the issuance of shares of the Company's Common Stock. LDC holds the
rights to patents relating to a poultry carcass chiller system for purifying
contaminated waste water from poultry processing operations. During the year
ended March 31, 1995, the Company obtained orders for two systems
incorporating this technology, one of which has been constructed and
installed. During the year ended March 31, 1996 this prototype system was
sold to The BOC Group, Inc. ("BOC") in conjunction with a licensing agreement
under which BOC will complete the pursuit of necessary government approvals
and market the systems internationally to the food industry.
On January 21, 1994, Consolidated Industrial Services, Inc.
("Consolidated"), a newly-formed, wholly-owned subsidiary of the Company,
acquired substantially all of the assets and operations, and assumed certain
liabilities, of Consolidated Oil Well Services, Inc. ("COWS") pursuant to an
Asset Purchase Agreement dated January 7, 1994 ("Agreement"), among the
Company, Consolidated, COWS and Edsel E. Noland, the President and sole
shareholder of COWS, for consideration valued at $5,000,000. The consider-
ation consisted of $1,000,000 in cash, 555,556 shares of the Company's
authorized but previously unissued Common Stock, and promissory notes from
Consolidated totaling $2,000,000. During the 3 months ended March 31, 1994,
$600,000 was paid toward the $2,000,000 in notes. During the year ended March
31, 1995, the remainder of the $2,000,000 in notes was settled.
COWS was established in 1957 by Edsel E. Noland, and has been engaged in
providing services to the oil and gas industry in Kansas and portions of
surrounding states. This business has included providing fracturing,
cementing, acidizing, and nitrogen services as well as trucking of fluids. As
a result of the acquisition, Consolidated now operates approximately 130
pieces of oil field equipment, and employs approximately 70 people.
Consolidated has continued the oil field services business acquired and has
expanded such services to include on-site hazardous and non-hazardous waste
stabilization services for private industry and government agencies.
Consolidated uses some of the trucks acquired from COWS to haul waste water
-4-
<PAGE>
from customers' sites to a 20,000 gallon per day waste water treatment
facility which has been constructed on COWS' 17.5 acre site in Chanute,
Kansas. This facility was the first centralized waste water treatment
facility in Kansas.
Consolidated also has operated a waste water and brine water treatment
plant in the Silo oil field near Cheyenne, Wyoming. This plant treats the
brine water which is a by-product of a producing oil field to meet standards
necessary for surface discharge.
During October 1996, the Company entered into a management agreement and
operating lease with another company which will operate the Chanute water
treatment facility and the Wyoming brine water treatment plant. The initial
term of the lease is for five years with minimum lease payments to be received
of $80,000 per year. In addition, the lease calls for percentage rents at
4-1/2% of revenues above a base level, and includes an option to extend the
lease term for two additional years at $85,000 per year, and a second option
ot extend the lease for an additional seven years at $90,000 per year.
In September 1995, Infinity Oil & Gas, Inc. ("IOG"), a subsidiary, was
created to pursue exploration and development opportunities in the oil and gas
industry. The Company owns 55% of the common shares of IOG for which it paid
$550 and during the year ended March 31, 1996, invested $120,000 in preferred
stock. The remaining common shares are held by officers of IOG. As of the
date of this Prospectus, IOG has acquired rights to two properties and is
evaluating development opportunities.
In November 1995, CIS Oil and Gas, Inc. ("COG"), a wholly-owned
subsidiary, was created to acquire mineral rights and to develop and operate
oil and gas properties. During the year ended March 31, 1996 COG acquired
rights to approximately 24,000 acres of land in the Raton Basin in
Southeastern Colorado, and has drilled fifteen wells to produce coal methane
gas from this property. The Company has entered into an agreement with
Colorado Interstate Gas to transport produced gas through its nearby pipeline.
The Company is also proceeding to construct an internal gas gathering system
in conjunction with Alpha Energy, Engineers. The Company anticipates that it
will connect these wells, along with four pre-existing wells during January-
February 1997 to begin gas sales while continuing to develop the property.
The Company's headquarters are located at 211 West 14th Street, Chanute,
Kansas 66720, and its telephone number is (316) 431-6200.
-5-
<PAGE>
RISK FACTORS
An investment in the securities being offered by this Prospectus
involves a high degree of risk. In addition to the other information
contained in this Prospectus or incorporated herein by reference, prospective
investors should carefully consider the risk factors discussed below before
purchasing the shares of Common Stock offered hereby.
This Prospectus contains and incorporates by reference forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements. Reference is made in particular
to the description of the Company's plans and objectives for future
operations, assumptions underlying such plans and objectives and other
forward-looking statements included or incorporated in this Prospectus.
Factors which could cause such results to differ materially from those
described in the forward-looking statements include those set forth in the
risk factors below.
1. LIMITED OPERATING HISTORY AND LOSSES FROM OPERATIONS. The Company
has a limited operating history and recorded substantial losses from
operations in both of the last two fiscal years. The likelihood of the
success of the Company must be considered in light of the problems which may
be encountered in connection with the development of the Company's business
and the competitive environment in which the Company operates. Accordingly,
there can be no assurance that the Company will be successful or achieve
profitable operations.
2. NEED FOR ADDITIONAL FINANCING. Due to the Company's continuing
losses, Management has had to devote a large percentage of their time seeking
additional financing and at times sacrificing time needed to manage the
Company's ongoing operations. During the fiscal year ended March 31, 1996,
the Company raised $2.5 million in debt financing from Seymour, Inc., and
$460,000 through the sale of stock in a private offering. Although the
Company's operations have improved, the Company may still need additional
financing in order to develop its business.
3. RISKS ASSOCIATED WITH OIL AND GAS OPERATIONS. The Company has
recently started to devote a significant portion of its resources and
management attention to the exploration and development of oil and gas
properties. Such activities will be subject to a number of risks including,
but not limited to, the following:
A. COMPETITION FOR PROSPECTS. The Company is and will continue
to be an insignificant participant in the oil and gas business. Most of the
Company's competitors have significantly greater financial resources,
technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
suitable prospects.
B. LEASEHOLD DEFECTS. Although evidence of title generally
will be obtained by the Company prior to any acquisition of oil and gas
properties, the Company will generally acquire leasehold interests in oil and
gas properties without first obtaining a title opinion. There can be no
assurance that losses will not result from title defects or from defects in
-6-
<PAGE>
the assignment of leasehold rights and the like, which losses will be borne by
the Company to the extent of its interest therein. It is not anticipated that
the Company will obtain title insurance on any of the leasehold interests it
obtains.
C. OIL AND GAS PRICES. The economics of oil and gas production
are greatly dependent upon the prices of oil and gas. Any significant
decrease in the market prices of oil or gas could materially affect the
profitability of the Company's oil and gas activities.
D. MARKETS. The marketing of natural gas and oil which may be
produced by the Company's properties will be affected by a number of factors
beyond the control of the Company. These factors include the extent of the
supply of oil or gas in the market, the availability of competitive fuels,
crude oil imports, the world-wide political situation, price regulation, and
other factors.
E. LIMITATION ON PRODUCTION. Among other matters, states may
regulate allowable rates of production, prevention of waste oil and gas
resources and similar matters. One effect of such regulation may be the
restriction on the amount of production allowed from the Company's properties.
Considering the current low market price for oil, no assurance can be made
that the allowable amount of production will be sufficient to provide a profit
to the Company.
F. GOVERNMENTAL REGULATION. The Company's operations may be
subject to numerous federal, state and local laws including, among other
things, regulation of the discharge of materials into the environment relating
to protection of the environment or otherwise affecting the Company's
operations. Such regulations could adversely affect the business of the
Company.
G. WEATHER INTERRUPTIONS. Activities of the Company may be
subject to periodic interruptions due to weather conditions. Weather-imposed
restrictions during certain times of the year on roads accessing properties
could adversely affect the ability of the Company to benefit from production
on such properties or could increase the costs of drilling new wells because
of delays.
4. RISKS ASSOCIATED WITH CURRENT DEVELOPMENT OF COAL METHANE GAS
PROPERTY. The Company is presently developing a coal methane gas property in
southeastern Colorado on which it has drilled 15 wells. These wells have not
all been completed and tested. The Company also has to build a gathering
system on its property. The Company may need to raise additional funds in
order to finance the gathering system and further develop such property, and
there can be no assurance that the Company will be able to do so on acceptable
terms.
5. RISKS RELATING TO OIL FIELD SERVICES OPERATIONS. The Company's
oil field services business is subject to a number of risks including, but not
to, the following:
A. INDUSTRY CONDITIONS. Demand for the Company's oil field
services depends primarily upon the level of spending by oil and gas companies
for exploration, production and development activities. These spending levels
tend to increase and decrease with increases and decreases in the commodity
prices for oil and gas, so that demand for the Company's oil field services is
affected to some degree by market prices for natural gas and crude oil, which
have historically been very volatile.
-7-
<PAGE>
B. GEOGRAPHIC CONCENTRATION OF OPERATIONS. Most of the
Company's oil field services operations are located in Kansas, northern
Oklahoma and southern Colorado. Because of this concentration, any regional
events that increase costs, reduce availability of equipment or supplies,
reduce demand or limit production will impact the Company more adversely than
if the Company were more geographically diversified.
6. UNCERTAINTY OF MARKET ACCEPTANCE AND COMMERCIALIZATION STRATEGY
FOR WASTE WATER TREATMENT TECHNOLOGIES. Although the Company has identified a
number of possible applications for the Company's technologies for the waste
water treatment systems, it has not undertaken any market surveys. There can
be no assurance that the Company's strategies will result in initial or
continued market acceptance for the Company's technologies.
7. PATENTS ON WASTE WATER TREATMENT TECHNOLOGIES. Although the
Company holds patent rights to an ozone sanitation technology, the Company
presently has no patents covering its thin film electrocoagulation technology.
There can be no assurance that any patents that may be granted to or obtained
by the Company in the future will be enforceable or will provide the Company
with meaningful protection from competition, or that any technologies or
systems developed by the Company in the future will not infringe any patents
or rights of others, or that the Company will possess the financial resources
necessary to enforce any patent rights which it may hold in the future.
8. LACK OF RELEVANT MANAGEMENT EXPERIENCE. Management has only
limited experience in developing and marketing new technologies and has
limited experience in managing oil and gas exploration companies of this size.
As a result of this lack of experience, combined with other factors, the
Company has experienced delays and cost overruns. This lack of experience has
also forced the Company to bring in consultants and to set up an advisory
board which has caused the Company to issue significant amounts of stock and
options as compensation for these persons. Recent licensing agreements, the
management agreement and operating lease on the water treatment projects, and
the recent addition of Dan Appleby and the addition of outside consultants in
the oil and gas business are intended to help alleviate this concern.
9. COMPETITION. The Company is subject to competition from numerous
other new and established companies, many of which are better financed than
the Company. (See "BUSINESS -- Competition.")
10. PUBLIC MARKET FOR COMPANY'S COMMON STOCK. Although there
presently exists a limited market for the Company's Common Stock, there can be
no assurance that a market can be sustained. The investment community could
show little or no interest in the Company in the future. As a result,
purchasers of the Company's securities may have difficulty in selling such
securities should they desire to do so.
11. DIVIDENDS. No dividend has been paid on the Common Stock since
inception and none is contemplated at any time in the foreseeable future.
12. SHARES ELIGIBLE FOR FUTURE SALE. Of the shares of the Company's
Common Stock outstanding, approximately 3,082,586 are "restricted securities"
and under certain circumstances may in the future be sold in compliance with
Rule 144 adopted under the Securities Act of 1933, as amended. Future sales
of those shares under Rule 144 could depress the market price of the Common
Stock in any market which may exist. Approximately 2,064,252 of the
restricted shares outstanding are currently eligible for resale under Rule
144, and 758,000 shares are being registered for resale by the registration
statement of which this Prospectus is a part.
-8-
<PAGE>
13. PREFERRED STOCK. The Company is authorized to issue 5,000,000
shares of Preferred Stock, no par value. The Preferred Stock may be issued in
series from time to time with such designations, rights, preferences and
limitations as the Board of Directors of the Company may determine by
resolution. The potential exists, therefore, that preferred stock might be
issued which would grant dividend preferences and liquidation preferences to
preferred shareholders over common shareholders. Unless the nature of a
particular transaction and applicable statutes require such approval, the
Board of Directors has the authority to issue these shares without shareholder
approval. The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company without any further action by
shareholders. The Company presently has no shares of Preferred Stock
outstanding.
-9-
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of October 28, 1996, and
as adjusted to reflect the sale of the Common Stock offered hereby by each
Selling Stockholder.
<TABLE>
<CAPTION>
Shares Shares Bene-
Beneficially fically Owned
Owned Prior to Number of Shares After Offering
Selling Stockholder Offering<FN1> Being Offered <FN1><FN2>
- ------------------- ------------------ ---------------- ----------------
<C> <S> <S> <S>
Dale L. Flaxbeard 25,000 25,000 -0-
Patrick J. Mason 10,000 10,000 -0-
Larry F. Phillips 10,000 10,000 -0-
Rick L. Kerningham 5,000 5,000 -0-
James L. Newman 17,000 17,000 -0-
Clark Boone 6,000 6,000 -0-
Clete W. Hudson 4,000 4,000 -0-
Jock V. Wright 21,441 6,000 15,441
Alan Strickstein 5,000 5,000 -0-
Michael Chirco 30,000 30,000 -0-
Harry Manoogian and
Dolores Manoogian 20,333 12,000 8,333
Kenneth Lipson 8,000 8,000 -0-
Debra J. Lipson
U/A/T 3/19/93 10,000 10,000 -0-
Michael Garavaglia 15,000 15,000 -0-
Angelo Grillo 2,000 2,000 -0-
Benny Sorrentino 2,000 2,000 -0-
Tera Strickstein 33,000 33,000 -0-
Scott Strickstein 33,000 33,000 -0-
Don L. Miller 62,500 62,500 -0-
-10-
<PAGE>
Charles P. Schleicher
and Jane Schleicher,
Trustees of the
Charles P. Schleicher
Trust dated 1/14/93 62,500 62,500 -0-
Irving Strickstein 320,111 200,000 120,111
Michael Gaines 200,000 200,000 -0-
_________________
<FN>
<FN1>
The Company believes that the persons named in this table have sole voting and
investment control with respect to all shares of Common Stock shown as
beneficially owned by them, subject to the information contained in the
footnotes to this table.
<FN2>
Assumes the sale of all shares offered hereby to unaffiliated third parties.
</FN>
</TABLE>
-11-
<PAGE>
PLAN OF DISTRIBUTION
The 758,000 Shares offered hereby may be offered and sold from time to
time by the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such offers and sales may be made from time to time in
the over-the-counter market, or otherwise, at prices and on 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; (c) an exchange distribution in accordance with the rules of such
exchanges (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (e) privately negotiated transactions; and (f) a
combination of any such methods of sale. In effecting sales, brokers or
dealers engaged by the Selling Stockholders may arrange for other brokers or
dealers to participate. Brokers or dealers may receive commissions or
discounts from Selling Stockholders or from the purchasers in amounts to be
negotiated immediately prior to the sale. The Selling Stockholders may also
sell such shares in accordance with Rule 144 under the 1933 Act.
The Selling Stockholders and any brokers participating in such sales may
be deemed to be underwriters within the meaning of the 1933 Act. There can be
no assurance that the Selling Stockholders will sell any or all of the shares
of Common Stock offered hereunder.
All proceeds from any such sales will be the property of the Selling
Stockholders who will bear the expense of underwriting discounts and selling
commissions, if any, and their own legal fees.
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<PAGE>
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon for
the Company by Jon D. Sawyer, P.C., 1401 Seventeenth Street, Suite 460,
Denver, Colorado 80202.
EXPERTS
The consolidated balance sheet of the Company as of March 31, 1996, and
the consolidated statements of operations, changes in stockholders' equity,
and cash flows for the two years ended March 31, 1996, incorporated by
reference in this Prospectus and Registration Statement have been incorporated
herein in reliance upon the report of Mayer Hoffman McCann L.C., independent
certified public accountants, given upon the authority of that firm as experts
in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996, filed pursuant to Section 13 or 15(d) of the 1934 Act
(File Number 0-17204).
(b) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 1996, filed pursuant to Section 13 or 15(d) of the 1934
Act (File No. 0-17204).
(c) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-17204) declared
effective on December 3, 1993.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
Act, prior to the filing of a post-effective amendment which indicates that
all securities covered by this Prospectus have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of
such reports and documents.
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses incurred in connection with the sale of the
securities being registered will be borne by the Registrant. Other than the
registration fee, the amounts stated are estimates.
Registration Fees . . . . . . . . . . . . . . $ 387.61
Legal Fees and Expenses . . . . . . . . . . . 9,000.00
Accounting Fees and Expenses. . . . . . . . . 2,000.00
Miscellaneous . . . . . . . . . . . . . . . . 612.39
TOTAL . . . . . . . . . . . . . . . . . . $12,000.00
The Selling Stockholders will bear the expense of their own legal
counsel and miscellaneous fees and expenses, if any.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:
(a) The Company has the power under the Colorado Corporation Code to
indemnify any person who was or is a party or is threatened to be made a party
to any action, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a Director, Officer, employee,
fiduciary, or agent of the Company or was serving at its request in a similar
capacity for another entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection therewith if he acted in good faith and in a
manner he reasonably believed to be in the best interest of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. In case of an action brought by or
in the right of the Company such persons are similarly entitled to indemnifi-
cation if they acted in good faith and in a manner reasonably believed to be
in the best interests of the Company but no indemnification shall be made if
such person was adjudged to be liable to the Company for negligence or
misconduct in the performance of his duty to the Company unless and to the
extent the court in which such action or suit was brought determines upon
application that despite the adjudication of liability, in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnification. In such event, indemnification is limited to reasonable
expenses. Such indemnification is not deemed exclusive of any other rights to
which those indemnified may be entitled under the Articles of Incorporation,
Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise.
(b) The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed
by law.
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ITEM 16. EXHIBITS.
Exhibit
Number Description
- ------- -----------
5 Opinion of Jon D. Sawyer, P.C., with respect to the legality
of the securities being registered
23.1 Consent of Mayer Hoffman McCann L.C.
23.2 Consent of Jon D. Sawyer, P.C. (contained in Exhibit 5)
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 1933 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value 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) ([Section] 230.424(b) of this chapter) 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.
(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;
Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the 1933
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.
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<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the 1933 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 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
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<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-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, hereunto duly authorized, in Chanute, Kansas, on November 7,
1996.
INFINITY, INC.
By:/s/ Stanton E. Ross
Stanton E. Ross, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Stanton E. Ross President, Treasurer November 7, 1996
Stanton E. Ross (Principal Financial
Officer) and Director
/s/ Don W. Appleby Director November 7, 1996
Don W. Appleby
/s/ John C. Garrison Secretary (Principal November 7, 1996
John C. Garrison Accounting Officer)
and Director
JON D. SAWYER, P.C.
ATTORNEYS AT LAW
JON D. SAWYER 1401 17th Street, Suite 460 (303) 295-2355
JAMES P. BECK Denver, Colorado 80202 FAX (303) 295-2370
November 7, 1996
Infinity, Inc.
211 West 14th Street
Chanute, Kansas 66720
Gentlemen:
We have acted as counsel to Infinity, Inc., a Colorado corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"), pursuant to which the Company is registering under
the Securities Act of 1933, as amended, a total of 758,000 shares (the
"Shares") of its common stock, $.0001 par value (the "Common Stock") for
resale to the public. The Shares are to be sold by the selling stockholders
identified in the Registration Statement (the "Selling Stockholders"). This
opinion is being rendered in connection with the filing of the Registration
Statement. All capitalized terms used herein and not otherwise defined shall
have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's Articles
of Organization and Bylaws, both as currently in effect; such other records of
the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set forth
below, we are of the opinion that the Shares have been duly and validly
authorized by the Company and have been duly and validly issued and are fully
paid and non-assessable.
Our opinion is limited to the laws of the State of Colorado, and we
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
Very truly yours,
JON D. SAWYER, P.C.
By:/s/ Jon D. Sawyer
Jon D. Sawyer
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Infinity, Inc. of our report dated June 21, 1996,
which report appears in the annual report on Form 10-KSB of Infinity, Inc.,
and to the reference to our firm under the heading "Experts" in the
Registration Statement.
/s/ Mayer Hoffman McCann L.C.
MAYER HOFFMAN MCCANN L.C.
Kansas City, Missouri
November 4, 1996
