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As filed with the Securities and Exchange Commission on March 6, 1998
Registration No. 333-17071
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U.S. Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 4 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MBf USA, INC.
(Name of registrant in its charter)
MARYLAND 73-1326131
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
500 Park Boulevard, Suite 1260, Itasca, Illinois 60143
(630) 285-9191
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MR. EDWARD J. MARTEKA
500 PARK BOULEVARD, SUITE 1260, ITASCA, ILLINOIS 60143
(630) 285-9191
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
MITCHELL D. GOLDSMITH
DENNIS B. O'BOYLE
SHEFSKY & FROELICH LTD.
444 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
(312) 527-4000
(312) 527-5921 (FACSIMILE)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: as soon as practicable after
this Registration Statement has become effective.
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(b) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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.
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a schedule of the estimated expenses to be incurred
by the Company in connection with the issuance and sale of the securities being
registered hereby. NONE OF THESE EXPENSES WILL BE BORNE BY THE SELLING
SHAREHOLDER.
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<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,873.64
--------
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000.00*
--------
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 500.00
------
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000.00*
--------
Printing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00*
------
Transfer Agent and Registrar Fees . . . . . . . . . . . . . . . . . . . . . . . 0.00
----
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500.00*
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,973.64*
*Estimated.
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Maryland General Corporation Law ("MGCL") permits a corporation
formed in Maryland to include in its articles a provision eliminating or
limiting the liability of its directors and officers to the corporation or its
stockholders for money damages except for: (i) actual receipt of an improper
benefit or profit in money, property or services; or (ii) active and deliberate
dishonesty established by a judgment or other final adjudication as being
material to the cause of action adjudicated in such proceeding. The Company's
Articles of Incorporation (the "Articles") include such a provision limiting
liability to the fullest extent permitted by the MGCL.
The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law. The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law. The MGCL permits the Company to indemnify
its present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that:
(i) the act or omission of the officer or director was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the officer or director actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the officer or director had reasonable
cause to believe that the act or omission was unlawful. The MGCL requires the
Company, as a condition to advancing expenses, to obtain: (a) a written
affirmation by the officer of director of the individual's good faith belief
that he has met the standard of conduct necessary for indemnification by the
Company as authorized by the MGCL; and (b) a written agreement by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met. The
Company's Bylaws permit the Company to provide indemnification
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and advance expenses to a present or former officer or director who served a
predecessor of the Company in such capacity, and to any employee or agent of
the Company or a predecessor of the Company.
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ITEM 16. EXHIBITS
EXHIBIT NO.
- ------- --
5 Opinion of Coon & Schach LLC regarding legality. *
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coon & Schach LLC (see Exhibit 5). *
23.3 Consent of The Griffing Group *
23.4 Consent of KPMG Hanadi Sudjendra & Rekan *
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* Previously filed.
ITEM 17. UNDERTAKINGS
A. The 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 Act;
(ii) To reflect in the prospectus any facts of
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if 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 Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Act, each 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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C. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.
B. Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities, other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or preceding, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Itasca, State of
Illinois, on March 6, 1998.
MBf USA, INC.
By: /s/ Edward J. Marteka
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Edward J. Marteka
President
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
*
- ------------- Chief Executive Officer & Chairman March 6, 1998
Heng Sewn Loi
*
- --------------------- Director March 6, 1998
Loy Teik Hok
- -------------------------- Director
Richard Wong Chin Mun
- ------------------------- Director
Lew Kwong Ann
/s/ Edward J. Marteka
- ------------------------- Director March 6, 1998
Edward J. Marteka
*
- -------------------------
George J. Mennen Director March 6, 1998
*
- -------------- Director March 6, 1998
Robert Simmons
- ---------------
Don Arnwine Director
/s/Stephen Tan
- ----------------
Stephen Tan Secretary, Chief Financial Officer and March 6, 1998
Chief Accounting Officer
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* Signed pursuant to powers of attorney granted to Edward J. Marteka
/s/ Edward J. Marteka
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Edward J. Marteka March 6, 1998
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 19, 1997, and to all references to our Firm included in
or made a part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 5, 1998
