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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997
REGISTRATION NO. 333-28373
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMCOR CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 33-0329559
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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52-300 ENTERPRISE WAY
COACHELLA, CALIFORNIA 92236
(760) 398-9520
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FRED H. BEHRENS, CHIEF EXECUTIVE OFFICER
AMCOR CAPITAL CORPORATION
52-300 ENTERPRISE WAY
COACHELLA, CALIFORNIA 92236
(760) 398-9520
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
THOMAS E. STEPP, JR., ESQ.
WHITE AND STEPP LLP
4100 NEWPORT PLACE
SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(714) 660-9700
BRUCE J. RUSHALL, ESQ.
RUSHALL & MCGEEVER
2111 PALOMAR AIRPORT ROAD
SUITE 200
CARLSBAD, CALIFORNIA 92009
(760) 438-6855
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the 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. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE(2)
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Series A 9% Convertible Preferred
Stock............................... 747,500 $10.00 $7,475,000 $2,265.15
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(1) Represents the maximum number of preferred shares to be issued. The Company
is offering 650,000 preferred shares and has granted to the Underwriter an
option, exercisable within 45 days of the Effective Date, to purchase up to
an aggregate of 97,500 additional shares at the public price less
underwriting discounts and commissions for the purpose of covering
over-allotments, if any.
(2) The filing fee has been computed based on the $10.00 per share maximum
offering price. The Underwriter and other parties may be offered certain
discounts on the maximum offering price.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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ITEM 16. EXHIBITS
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1 Underwriting Agreement*
1.1 Standard Dealer Agreement*
1.2 Master Agreement Among Underwriters*
1.3 Underwriter's Warrant Agreement*
2 Plan of Acquisition (N/A)
4 Instruments defining the rights of holders, including indentures
5 Opinion re: legality
8 Opinion re: tax matters
10 Material contracts*
10.1 Stock Option Agreement with Howard Lee*
10.2 Stock Option Agreement with Dale Paisley*
10.3 Stock Option Agreement with Marlin McKeever*
10.4 Stock Option Agreement with Jacques Genicot*
10.5 Stock Option Agreement with Barry Goverman*
11 Statement re: computation of per share earnings*
13 Annual or quarterly reports, Forms 10-KSB and 10-QSB (incorporated by reference,
filed with Commission August 31, 1996 and July 15, 1997, respectively, file no.
0-17594).
15 Letter on unaudited interim financial information (N/A)
16 Letter on change in certifying accountant (N/A)
23.1 Consent of experts*
23.2 Consent of counsel*
24 Power of Attorney (included on signature page of this Registration Statement)
25 Statement of eligibility of trustee (N/A)
26 Invitation for competitive bids (N/A)
27 Financial data schedule (N/A -- filing does not include interim financial
statements)
99 Additional exhibits (N/A)
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* Previously filed.
ITEM 17. UNDERTAKINGS. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(f) If the Registrant relies on Rule 430A under the Securities Act, the
Registrant will:
(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance on Rule 430A and contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and the offering of the securities at that time as the initial bona fide
offering for those securities.
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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1 Underwriting Agreement*...........................................
1.1 Standard Dealer Agreement*........................................
1.2 Master Agreement Among Underwriters*..............................
1.3 Underwriter's Warrant Agreement*..................................
2 Plan of Acquisition (N/A).........................................
4 Instruments defining the rights of holders, including
indentures........................................................
5 Opinion re: legality..............................................
8 Opinion re: tax matters...........................................
10.1 Stock Option Agreement with Howard Lee*...........................
10.2 Stock Option Agreement with Dale Paisley*.........................
10.3 Stock Option Agreement with Marlin McKeever*......................
10.4 Stock Option Agreement with Jacques Genicot*......................
10.5 Stock Option Agreement with Barry Goverman*.......................
11 Statement re: computation of per share earnings*..................
13 Annual or quarterly reports, Forms 10-KSB and 10-QSB (incorporated
by reference, filed with Commission August 31, 1996 and July 15,
1997, respectively, file no. 0-17594).............................
15 Letter on unaudited interim financial information (N/A)...........
16 Letter on change in certifying accountant (N/A)...................
23.1 Consent of experts*...............................................
23.2 Consent of counsel*...............................................
24 Power of Attorney (included on signature page of this Registration
Statement)........................................................
25 Statement of eligibility of trustee (N/A).........................
26 Invitation for competitive bids (N/A).............................
27 Financial data schedule (N/A -- filing does not include interim
financial statements).............................................
99 Additional exhibits (N/A).........................................
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* Previously filed.
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EXHIBIT 5
WHITE AND STEPP LLP
ATTORNEYS AT LAW
4100 NEWPORT PLACE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660-2422
TELEPHONE: 714.660.9700
FACSIMILE: 714.660.9010
September 22, 1997
Mr. Fred Behrens
AMCOR Capital Corporation
52300 Enterprise Way
Coachella, CA 92236
Re: AMCOR Capital Corporation Series A 9% Convertible Preferred Stock
Offering Opinion Re: Legality
Dear Mr. Behrens:
We have acted as counsel for AMCOR Capital Corporation, a Delaware
corporation ("Company"), in connection with the Company's Registration Statement
on Form S-2 ("Registration Statement") relating to the registration, pursuant to
the provisions of the Securities Act of 1933, as amended, of the offer and sale
of 650,000 shares of Series A 9% Convertible Preferred Stock ("Series A
Preferred Shares") of the Company, to be offered and sold by Torrey Pines
Securities, Inc. ("Underwriter"). As specified in the Registration Statement,
the Company is also registering an additional 97,500 shares of Series A 9%
Convertible Preferred Stock which may be sold to the Underwriter pursuant to an
over-allotment option ("Additional Shares").
In so acting, we have examined a copy of the Registration Statement,
copies of the Company's Certificate of Incorporation and By-laws, and such other
instruments and documents as we have deemed necessary as a basis for the
opinions hereinafter expressed. In giving such opinions, we have assumed that
all signatures on all documents examined by us are genuine, that all documents
submitted to us as originals are authentic, that all documents submitted to us
as copies are true and correct copies of the originals thereof and that all
information submitted to us was accurate and complete.
Based on our examination as aforesaid and subject to the assumptions
and limitations herein set forth, we are of the opinion that, upon the issuance
by the Company of the Series A Preferred Shares and the Additional Shares, if
any, to the Underwriter and payment therefor as described in the Registration
Statement, such shares will be validly issued, fully paid and nonassessable.
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Mr. Fred Behrens
September 22, 1997
Page 2
This opinion is limited in all respects to the General Corporation Law
of the State of Delaware and the laws of the United States of America insofar as
such laws are concerned. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and the reference to the use of our firm
name under the caption "Legal Matters" herein.
Sincerely,
WHITE AND STEPP LLP
BY: Thomas E. Stepp, Jr.
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EXHIBIT 8
Opinion Re: Tax Matters
September 22, 1997
Mr. Fred Behrens
AMCOR Capital Corporation
52300 Enterprise Way
Coachella, CA 92236
Re: Offer and Sale by AMCOR Capital Corporation of Series A 9%
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Convertible Preferred Stock - Opinion Re: Tax Matters
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Dear Mr. Behrens:
Relating to the Registration Statement on Form S-2 ("Registration
Statement") filed by AMCOR Capital Corporation, a Delaware corporation
("Company"), with the Securities and Exchange Commission pursuant to the
provisions of the Securities Act of 1933, as amended, relating to the offer and
sale by the Company of not more than 650,000 shares of Series A 9% Convertible
Preferred Stock ("Preferred Stock"), with an option to purchase an additional
97,500 shares of Preferred Stock (an aggregate offering price, if the option to
purchase is 97,500 shares of Preferred Stock (an aggregate offering price, if
the option to purchase is exercised, of $7,475,000, as specified more
particularly by the provisions of the prospectus included in the Registration
Statement ("Prospectus")), the Company has requested this firm's opinion
regarding certain of the material federal income tax considerations to
purchasers of the Preferred Stock. This opinion does not purport to deal with
all aspects of taxation that may be relevant to particular stockholders as a
result of their personal investments or tax circumstances or, except to the
extent specified in that portion of the Prospectus entitled "Taxation of Foreign
Shareholders," to certain types of shareholders, including insurance companies,
financial institutions or broker-dealers, subject to special treatment pursuant
to the federal income tax law.
This opinion relates only to the effect on the subject transaction of the
federal income tax laws of the United States, and this firm expresses no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based on information, representations and warranties furnished by
management of the Company and certain assumptions made as a result thereof, it
is this firm's opinion that the information in the Prospectus specified in that
portion entitled "Federal Income Tax Considerations to the Stockholders," has
been reviewed by this firm and is accurate in all material respects.
No opinion is expressed as to any matter not specified herein.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the information, representations or warranties furnished by
management of the Company may affect or alter the conclusions specified in this
letter.
This opinion is furnished only to the Company, and is solely for the
Company's use in connection with the Registration Statement. Each prospective
purchaser of the Preferred Stock is advised and encouraged to consult his or
her own tax advisor regarding the specific tax
