As Filed with the Securities and Exchange Commission on June 25, 1999.
Registration No. ___-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
eVISION USA.COM, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 45-0411501
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
GARY L. COOK
1700 Lincoln Street, 32nd Floor 1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203 Denver, Colorado 80203
(303) 860-1700 (303) 860-1700
----------------------------------------- ----------------------------------
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, of and telephone number, including
registrant's principal executive offices) area code, of agent for service)
With Copies to:
Thomas S. Smith, Esq.
Kevin J. Kanouff, Esq.
Smith McCullough, P.C.
4643 South Ulster Street, Suite 900
Denver, Colorado 80237
(303) 221-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable following the date on which the Registration Statement becomes
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
reimbursement 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 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. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share Offering Price Fee(4)
- --------------------------- ------------ ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock Underlying Warrants 6,554,523 (2) $.70 4,588,166 $ 1,276.00
Common Stock Underlying Convertible
Debentures 15,913,487(3) $.70 11,139,440 $ 3,097.00
---------- ---------
Total 22,468,010 Shares XXX XXX $ 4,373.00(4)
==============================================================================================================================
</TABLE>
(1) In accordance with Rule 416, there are hereby being registered an
indeterminate number of additional shares of common stock which may be
issued as a result of the anti-dilution provisions of the Warrants and of
the Convertible Debentures.
(2) Registered for resale upon exercise of outstanding Warrants.
(3) Registered for resale upon conversion of outstanding Convertible
Debentures.
(4) The registration fee that is being paid herewith was calculated in
accordance with Rule 457 (c) and is based on the average of the bid and
asked prices of Registrant's common stock, as reported on the OTC Bulletin
Board on June 24, 1999.
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
eVISION USA.COM, INC.
22,468,010 shares of common stock
This prospectus describes the offer for resale by the selling
securityholders of up to 6,554,523 shares of common stock issuable upon the
exercise of outstanding warrants and 15,913,487 shares of common stock issuable
upon conversion of outstanding convertible debentures. eVision USA.Com, Inc.
("eVision") has issued or will be issuing, in private transactions, the shares
of common stock issuable upon exercise of the warrants and conversion of the
convertible debentures.
If all of the warrants are exercised, eVision will receive proceeds of
approximately $9,831,785. If all of the debentures are converted, $8,000,000 of
debt will be converted to equity. eVision does not know if any or all of the
warrants will be exercised or if any or all of the debentures will be converted,
but the selling securityholders will have to exercise the warrants or convert
the debentures in order to publicly sell the underlying shares of common stock
that are offered for resale in this prospectus.
The common stock is quoted for trading on the OTC Bulletin Board under the
symbol "EVIS."
Investing in the common stock involves certain risks. See "Risk Factors"
commencing on page 5 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is June 25, 1999.
1
<PAGE>
TABLE OF CONTENTS
Page
----
Prospectus Summary............................................................ 3
Risk Factors.................................................................. 5
Use of Proceeds............................................................... 8
Selling Securityholders....................................................... 8
Plan of Distribution......................................................... 15
Legal Matters................................................................ 16
Experts...................................................................... 16
Material Changes............................................................. 16
Incorporation of Certain Information by Reference............................ 16
2
<PAGE>
PROSPECTUS SUMMARY
This entire summary is qualified by the more detailed information and
financial statements and related notes incorporated by reference into, or
appearing elsewhere in, this prospectus.
eVision USA.Com, Inc., formerly known as Fronteer Financial Holdings, Ltd.
("eVision") is a corporation that was organized under the laws of the state of
Colorado on September 14, 1988. eVision currently has many wholly owned and
partially owned operating subsidiaries. The wholly owned subsidiaries include:
American Fronteer Financial Corporation, which operates as a fully disclosed
securities broker/dealer; RAF Services Inc. of Texas, RAF Services Inc. of
Louisiana and RAF Services Inc., which were established in order to participate
in insurance brokerage activities in certain states; Fronteer Corporate
Services, Inc., which was formed to provide administrative services to other
companies; Fronteer Asset Management Corporate, Inc., which was formed to gather
and manage assets; Fronteer Capital, Inc., which was formed to operate as a
holding company of unspecified investment opportunities in "smallcap" companies;
and Corporate Net Solutions, Inc., a holding company formed to acquire software
and other "high tech" businesses and products. eVision also owns approximately
43% of the outstanding common shares of eBanker USA.Com, Inc., which operates as
a finance company to take advantage of high yield and other lending
opportunities. eBanker USA.Com, Inc. has a wholly owned subsidiary, Fronteer
Income Growth, Inc. which was formed for the purpose of making investments and
international tax planning. In addition, eVision owns approximately 65% (30%
voting power) of the common stock of Q6 Technologies, Inc., which was formed to
focus initially on value-added transactions processing for selected e-commerce
applications, as well as the development of commercial opportunities in digital
geographic information services and satellite internet protocol multicasting.
Through Q6 Technologies, Inc., eVision owns approximately 73% of Section Corp.
that designs, develops, installs, markets and supports software systems for the
securities brokerage and other industries. Secutron Corp. has a wholly owned
subsidiary, Midrange Solutions Corp., which is a seller of hardware and software
products. More information on eVision's operating subsidiaries and the business
and current management of eVision is contained in eVision's Annual Report on
Form 10-K for the Fiscal Year ended September 30, 1998, in eVision's Proxy
Materials dated March 15, 1999, and in eVision's Quarterly Reports on Form 10-Q
for the Quarters ended December 31, 1998 and March 31, 1999.
The address of the principal executive offices of eVision is located at
1700 Lincoln Street, 32nd Floor, Denver, Colorado 80203 and its telephone number
is (303) 860-1700.
3
<PAGE>
<TABLE>
<CAPTION>
The Offering
<S> <C>
Common stock outstanding before the offering................. 18,626,349 shares.
Total possible shares of common stock
Outstanding after the offering............................... 41,094,359 shares which include
22,468,010 shares issuable upon the
exercise of various outstanding warrants
and conversion of convertible
debentures. See "Description of
Securities." The 41,094,359 shares do
not include any shares issuable upon the
exercise of outstanding options.
Use of proceeds ............................................. eVision will use the proceeds from any
exercise of warrants for general
corporate purposes.
Securities being offered for resale by selling
Securityholders ............................................. 22,468,010 shares of common stock
issuable upon the exercise of
outstanding warrants and conversion of
outstanding debentures. See "Description
of Securities."
OTC Bulletin Board Symbol.................................... EVIS
</TABLE>
The securities offered in this prospectus involve a high degree of risk and
you should consider buying them only if you can afford to lose your entire
investment. See "Risk Factors."
4
<PAGE>
RISK FACTORS
An investment in eVision's common stock is speculative and involves a high
degree of risk. You should purchase the common stock only if you are
sophisticated in financial matters and business investments. You should
carefully consider the following factors, in addition to those discussed in
certain documents incorporated in this prospectus by reference, before
purchasing eVision's common stock.
eVision has incurred losses in prior operations and may never operate profitably
As of March 31, 1999, eVision had an accumulated deficit of $14,843,323.
eVision incurred $936,274 in net losses for the six months ended March 31, 1999;
$6,473,335 for the fiscal year ended September 30, 1998; $3,455,872 for the
fiscal year ended September 30, 1997; and $2,417,742 for the fiscal year ended
September 30, 1996. There can be no assurance when or if eVision will operate
profitably in the future.
Lack of trading market may make it difficult to sell eVision's common stock
The only trading in eVision's common stock is conducted on the OTC Bulletin
Board. A holder of the common stock may find it more difficult to dispose of or
to obtain accurate quotations as to the market value of the common stock.
eVision's common stock is defined as a "penny stock" by rules adopted by the
Commission. Brokers and dealers effecting transactions in the common stock must
obtain the written consent of a customer prior to purchasing the common stock,
must obtain certain information from the customer and must provide certain
disclosures to such customer. These requirements may have the effect of reducing
the level of trading of the common stock and reduce the liquidity of the common
stock.
Volatile nature of American Fronteer's securities brokerage business may cause a
decrease in eVision's revenues
American Fronteer's revenues may decrease in the event of a decline in
stock market volume, prices or liquidity. The stock market has historically
experienced significant volatility. Declines in the volume of securities
transactions and in market liquidity generally result in lower revenues from
commissions and trading. Lower price levels of securities may also result in a
reduced volume of underwriting and syndicate transactions and could cause a
reduction in American Fronteer's revenue from corporate finance fees, as well as
losses from declines in the market value of securities held in trading. Sudden
sharp declines in market values of securities can result in illiquid markets and
the failure of issuers and counterparties to perform their obligations, as well
as increases in claims and litigation. In such markets, American Fronteer may
incur reduced revenues or losses in its market-making activities.
5
<PAGE>
Competition for retaining and recruiting personnel could make it difficult for
American Fronteer to employ additional persons
American Fronteer's business is dependent on the highly skilled, and often
highly specialized, individuals it employs. Retention of research, investment
banking, sales, trading, management and administrative professionals is highly
competitive and particularly important to American Fronteer's business. The loss
of, or inability to hire additional, investment banking, research, sales or
trading professionals, particularly a senior professional, could materially and
adversely affect American Fronteer's business, financial condition and operating
results.
American Fronteer's underwriting and trading strategies are risky and might
result in higher trading losses
American Fronteer's underwriting, securities trading and market-making
activities are conducted by American Fronteer as principal and subject American
Fronteer's capital to significant risks, including market, credit, counterparty
and liquidity risks. These activities often involve the purchase, sale or short
sale of securities as principal in markets that may be characterized by relative
illiquidity or that may be particularly susceptible to rapid fluctuations in
liquidity. Such strategy might result in higher trading losses than would occur
if American Fronteer's positions and activities were less concentrated.
American Fronteer is involved in litigation which may adversely affect its
business and your investment
Many aspects of American Fronteer's securities business involve substantial
risks of liability. There has been an increased incidence of litigation
everywhere in the securities industry. American Fronteer is currently a
defendant or respondent in numerous lawsuits and arbitrations. A judgment
against American Fronteer could have a material adverse effect on the business,
financial condition and operating results of American Fronteer and eVision.
American Fronteer will be forced to suspend activities if it is in violation of
the net capital rule
American Fronteer is subject to the net capital rule of the Commission.
Under this rule, American Fronteer is required to maintain a certain minimum
amount of net capital in order to continue to conduct business as a registered
securities broker dealer. If American Fronteer's net capital falls below the
minimum net capital required under the rule, American Fronteer would be forced
to suspend activities until it is again in compliance with the net capital rule.
If American Fronteer is forced to suspend activities, American Fronteer's and
eVision's business, financial condition and operating results would be
materially adversely affected.
Revenue derived from American Fronteer's underwriting activities will be
adversely affected during periods of reduced demand for securities in the new
issue market
A portion of American Fronteer's revenues has been derived from
participating in the underwriting of new issues of securities. The new issue
market is characterized by a high degree of instability and volatility and is
directly affected by regional, national and international economic and political
6
<PAGE>
conditions and by broad trends in business and finance. During periods of
reduced demand for securities in the new issue market, the revenues of American
Fronteer and eVision will be adversely affected.
You will exercise very little control of eVision
Heng Fung Holdings Company Limited, which is a public company traded on the
Hong Kong Stock Exchange beneficially owns approximately 37% of the outstanding
shares of common stock of eVision. Heng Fung Holdings Company Limited
beneficially owns an additional approximate 79% of the shares of common stock of
eVision which Heng Fung Holdings Company Limited has the right to acquire upon
conversion of outstanding convertible debentures. Fai H. Chan, the Chairman of
the Board and the President of eVision, owns options to acquire 9,000,000 shares
(options for 8,000,000 shares of which are currently exercisable) of eVision's
common stock which, if exercised, would represent approximately 33% of eVision's
outstanding common stock. Mr. Chan owns approximately 11% of the outstanding
common stock and is the Chairman and Managing Director of Heng Fung Holdings
Company Limited. Accordingly, Heng Fung Holdings Company Limited and Fai H. Chan
may be deemed to control eVision.
eVision has numerous outstanding options, warrants and convertible debentures
which, if converted, may adversely affect your investment
eVision has issued and outstanding options, warrants and convertible
debentures to acquire up to approximately 40,753,344 shares of its common stock
at prices and conversion rates ranging from $.20 to $1.50 per share. For the
term of such options, warrants and debentures, the holders thereof will have an
opportunity to profit from the rise in the market price of eVision's common
stock without assuming the risks of ownership. This may have an adverse effect
on the terms upon which eVision could obtain additional capital. It should be
expected that the holders of such options, warrants and debentures would
exercise or convert them at a time when eVision would be able to obtain equity
capital on terms more favorable than those provided by the options, warrants and
debentures.
Possible issuance of additional preferred stock
eVision is authorized to issue 25,000,000 shares of preferred stock of
which 87,500 shares have been designated as Series A Preferred Stock and
retired. 3,300,000 shares of preferred stock have been designated as Series B
Preferred Stock, of which 25,500 have been sold and were exchanged for
Convertible Series B Preferred Stock. 2,000,000 shares of preferred stock have
been designated as Convertible Series B Preferred Stock to be issued pursuant to
a private offering that began in May 1999 and to pay dividends on such stock. As
of the date of the prospectus, eVision has sold 72,500 shares of Convertible
Series B Preferred Stock for $725,000 which is potentially convertible into
362,500 shares of eVision's common stock. The additional preferred stock may be
issued in series from time to time with such designations, rights, preferences
and limitations as the board of directors of eVision may determine by
resolution. Other than the Series B Preferred Stock, the directors of eVision
have no current intention to issue preferred stock. However, the potential
exists that additional Preferred Stock might be issued which would grant
dividend preferences and liquidation preferences over the common stock,
diminishing the value of the common stock.
7
<PAGE>
USE OF PROCEEDS
eVision intends to use the net proceeds, if any, from exercise of the
warrants for general corporate purposes. It is uncertain when, if ever, eVision
will receive proceeds from exercise of the warrants.
SELLING SECURITYHOLDERS
The following table sets forth certain information regarding the shares of
common stock owned as of June 15, 1999, by each selling securityholder as
adjusted to reflect the sale by all selling securityholders of the shares of
common stock offered in this prospectus. This list indicates:
o any position, office or other material relationship with eVision that
the selling securityholder had within the past three years;
o eVision's estimate, assuming no gifts, pledges or sales pursuant to
Rule 144, of the number of shares of common stock owned by such
selling securityholder prior to the offering; and
o the maximum number of shares of common stock to be offered for such
selling securityholder's account and the amount and the percentage (if
one percent or more and calculated as if the selling security holder
were the sole seller of shares pursuant to this prospectus) of the
shares of common stock to be owned by the selling securityholder after
completion of the offering (assuming the selling securityholder sells
the maximum number of shares of common stock).
The selling securityholders are not required, and may choose not, to sell any of
their shares of common stock. Further, certain of the selling securityholders
may have already sold their shares of common stock prior to the date of this
prospectus.
<TABLE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Ableman, Robert L. 100,000 50,000 50,000 *
Adams, Greg, IRA 30,000 15,000 15,000 *
Adams, Greg 10,000 5,000 5,000 *
Alfano, Michael J. 50,000 25,000 25,000 *
Alix Lowen Brown Trust 14,000 7,000 7,000 *
Alsfeld, Leonard N. (1) 25,000 25,000 0 *
Amantea Restaurant, Inc. 50,000 25,000 25,000 *
American Fronteer Financial Corporation (2) 256,279 256,279 0 *
Amos, Marshall C. 50,000 25,000 25,000 *
Andriani, Michael & Robert 72,000 36,000 36,000 *
8
<PAGE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Argo, Harry M. 25,000 12,500 12,500 *
Artzer, Dennis C., M.D. 100,000 50,000 50,000 *
Babbitt, J. Randolph and Katherine H. 20,000 10,000 10,000 *
Bacon, William and Cheryl 10,000 5,000 5,000 *
Baier, David D. 25,000 12,500 12,500 *
Baldwin, C. Lewis 34,090 17,045 17,045 *
Baldwin, Charles P. and Carolyn S. 50,000 25,000 25,000 *
Barbara A. Drake, Trustee u/a DTD 1/27/94 50,000 25,000 25,000 *
FBO Barbara A. Drake, et al.
Barnett, Robert E. and Deidre M. 50,000 25,000 25,000 *
Basile, Joseph A. and Mary S. 50,000 25,000 25,000 *
Beard, John H. and Karen J. 50,000 25,000 25,000 *
Belcher, Richard G. and Hays, Frances P. 50,000 25,000 25,000 *
Bell, Clay 110,000 55,000 55,000 *
Berkowitz, David (1) 10,000 10,000 0 *
Blackman, IV, Edward G. (1) 10,000 10,000 0 *
Blosfeld, Jerald W. 100,000 50,000 50,000 *
Bondra, Peter and Luba 200,000 100,000 100,000 *
Boney, Samuel D. 25,000 12,500 12,500 *
Branscome, Darrell R. 25,000 12,500 12,500 *
Brown, Gilbert M. 50,000 25,000 25,000 *
Martino, Lawrence P.
Eagle, Charles - JTWROS
Bruce, Colin (1) 10,000 10,000 0 *
Buckner, Jerry 50,000 25,000 25,000 *
Carlim, Inc. d/b/a Crusoe's 50,000 25,000 25,000 *
Carvell, John 65,000 32,500 32,500 *
Caslavka, Lynne and Georgina 25,000 12,500 12,500 *
Chancy, Phyllis 50,000 25,000 25,000 *
Chancy, Phyllis 20,000 10,000 10,000 *
Chandler, Michael and Cindy 32,000 16,000 16,000 *
Cobb, James B. 50,000 25,000 25,000 *
Cohen, Alan David 25,000 12,500 12,500 *
Coker, Robert E. 50,000 25,000 25,000 *
Colarusso, Antonio Antonio 56,000 28,000 28,000 *
Scacciavillani, Fabio
9
<PAGE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Comer, Cralle Z. 50,000 25,000 25,000 *
Consulting Gov't on Procurement, J S Sansone 110,000 55,000 55,000 *
Contract Systems Installations, Inc. 20,000 10,000 10,000 *
Courembis, John L. and Miriam G. 50,000 25,000 25,000 *
Croonquist, Robert D. 450,000 225,000 225,000 *
Deeds, David E. 400,000 200,000 200,000 *
Elliott, Wendell D. 70,000 35,000 35,000 *
Ellison, Richard L. 80,000 40,000 40,000 *
Erickson, John F. 30,000 15,000 15,000 *
Fiorino, Thomas D. 50,000 25,000 25,000 *
Flynn Investments 100,000 50,000 50,000 *
Flynn, Terri L. 100,000 50,000 50,000 *
Folio, Andrew 70,000 35,000 35,000 *
Folio, Stephen and Diane S. Folio 50,000 25,000 25,000 *
Ford, Dennis 32,000 16,000 16,000 *
Fowler, Shawn P. (1) 20,000 20,000 0 *
Francis Electric 50,000 25,000 25,000 *
Galy, Andrew J. (1) 10,000 10,000 0 *
Gamello, William P. (1) 5,000 5,000 0 *
Garner R. Stroud Living Trust, Garner R. 100,000 50,000 50,000 *
Stroud TTEE DTD 5/6/86
Gerson, Ervin H. 25,000 12,500 12,500 *
Gerson, Ervin H., P.C., MPPP and Ervin H. 11,640 5,820 5,820 *
Gerson Trustee
Gerson, Ervin H., P.C., PSRP and Ervin H. 13,360 6,680 6,680 *
Gerson Trustee
Gilbert Brown Associates, Ltd. Profit Sharing 21,000 10,500 10,500 *
Trust
Gilbert M. Brown IRA 15,000 7,500 7,500 *
Goddard, Kennith L. 100,000 50,000 50,000 *
Goodwin, William Bruce 72,000 36,000 36,000 *
Gotthelf, William A. 25,000 12,500 12,500 *
Gozlan, Maurice and Stacy 200,000 100,000 100,000 *
Graham, Nancy P. 50,000 25,000 25,000 *
Gray, James C. 20,000 10,000 10,000 *
Great Atlantic Graphics, Inc. 50,000 25,000 25,000 *
Green, Ronald P. 100,000 50,000 50,000 *
10
<PAGE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Grundeman, Frederic E. 30,000 15,000 15,000 *
Gwyn, Clayborne B. 50,000 25,000 25,000 *
Hallisay, Paul L. 20,000 10,000 10,000 *
Hampson, John K. 50,000 25,000 25,000 *
Hawkins, Russell and Temby, Margot 60,000 30,000 30,000 *
Hayes, Frances 50,000 25,000 25,000 *
Heng Fung Finance Company Limited (3) 17,821,780 15,913,487 1,908,293 9.3%
Higgins, Kenneth R. and Sherry A. 25,000 12,500 12,500 *
Hoherz, David G. and Debra K. 30,000 15,000 15,000 *
Hoover, Paul R. and Janet F. 90,000 45,000 45,000 *
Imhoff, Lowell Dean 25,000 12,500 12,500 *
Jancso, James D. and Camille U. 60,000 30,000 30,000 *
Janes, Roger V. 25,000 12,500 12,500 *
Johnson, Robert L. 110,000 55,000 55,000 *
Kauders, Andrew E. 50,000 25,000 25,000 *
Kausch, Robert C. (1) 10,000 10,000 0 *
Kay, Richard 200,000 100,000 100,000 *
Keith, Lawrence and Jeanne, JTWROS 40,000 20,000 20,000 *
Kennefick, James F. 100,000 50,000 50,000 *
Kirkpatrick Petis Cust. for Charles E. 150,000 75,000 75,000 *
Nightengale, IRA
Kittrell, Floyd L. and Rush F. 119,000 59,500 59,500 *
Klinghoffer, Edward M. 50,000 25,000 25,000 *
Komatz Joint Account 50,000 25,000 25,000 *
Krueger, Ross T., M.D. 60,000 30,000 30,000 *
Larry Silverstein IRA 100,000 50,000 50,000 *
Lazzara, Joseph E. 50,000 25,000 25,000 *
Lee, Forrest and Mary 60,000 30,000 30,000 *
Lee, Jr., F. Walton 60,000 30,000 30,000 *
Leonard, Richard John Nicholl 97,000 48,500 48,500 *
Lindvall, Jon R. and Laurie A. 20,000 10,000 10,000 *
Lippert, Donald J. 8,000 4,000 4,000 *
Loewenstein, Mark A. 60,000 30,000 30,000 *
Lutz, James 20,000 10,000 10,000 *
Madfis, John 25,000 12,500 12,500 *
Manuel, E. Pat 100,000 50,000 50,000 *
11
<PAGE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Mason, Gary R., M.D. 50,000 25,000 25,000 *
McClanahan, William I. And Barbara T. 50,000 25,000 25,000 *
McCoy, Daniel W. 30,000 15,000 15,000 *
McKee, Del J. 20,000 10,000 10,000 *
McLeod, Latrelle S. 50,000 25,000 25,000 *
Mercantile Bank Custodian for Cotton-O'Neil 150,000 75,000 75,000 *
Clinic PA Profit Sharing Plan
Mercantile Bank of Topeka for Cotton-O'Neil 200,000 100,000 100,000 *
Clinic Employees Profit Sharing Trust FBO
Howard N. Ward
Meyers, Michael A. 16,000 8,000 8,000 *
Moran, John L. 100,000 50,000 50,000 *
Nakamura, Tadahiko 560,000 280,000 280,000 1.48%
Nixon, Michael P. (1) 10,000 10,000 0 *
Novey, Kurt (1) 50,000 50,000 0 *
Nuckols, Jr., Harry T. 50,000 25,000 25,000 *
Palermo, Romaine 77,500 38,750 38,750 *
Pearson, Wilbert D. 50,000 25,000 25,000 *
Pettett, Charles L. 50,000 25,000 25,000 *
Pholeric, John F., Jr. 50,000 25,000 25,000 *
Pickels, Curtis L., IRA 50,000 25,000 25,000 *
Pivonka, Michal and Renata 200,000 100,000 100,000 *
PM2 Money Purchase Plan Trust 50,000 25,000 25,000 *
Trustee: Joseph F. Hering
Poole, Vannette F. 100,000 50,000 50,000 *
Powers, William (1) 50,000 50,000 0 *
Pyle, Robert C. 50,000 25,000 25,000 *
Rasure, Richard and Sidney 28,000 14,000 14,000 *
Rauschkolb, Edward 25,000 12,500 12,500 *
Reinstein, Mark E. (1) 10,000 10,000 0 *
Reitan, Ralph M. 500,000 250,000 250,000 1.32%
Road & Show Cellular Eng-Chye Low 50,000 25,000 25,000 *
Robert T. Marsh Trust, Robert T. and Helen J. 20,000 10,000 10,000 *
Marsh Co-Trustees
Rollins, Lawson 50,000 25,000 25,000 *
Ruggiero, Richard J. and Maryanne 50,000 25,000 25,000 *
Salisbury, Robyn (1) 10,000 10,000 0 *
12
<PAGE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Sauble, George R. 20,000 10,000 10,000 *
Schelich, Ardell J., Trustee 100,000 50,000 50,000 *
Schumacher, Eugene P. and Mary H. 50,000 25,000 25,000 *
Sears, Patricia A., IRA 72,000 36,000 36,000 *
Shah, Scott (1) 10,000 10,000 0 *
Sharpoo, Inc. 20,000 10,000 10,000 *
Shipp, Bernard 100,000 50,000 50,000 *
Shirley, Edward Wendell & Jane Rose 50,000 25,000 25,000 *
JTWROS
Shulze, Donna L. (1) 5,000 5,000 0 *
Shuster, Jr., John E. (1) 10,000 10,000 0 *
Silverstein, Benjamin and Gertrude 100,000 50,000 50,000 *
Silverstein, Larry 150,000 75,000 75,000 *
Simmons, Crystal and Fred 68,000 34,000 34,000 *
Sims, Phillip T. and Brenda F. 100,000 50,000 50,000 *
Slosberg, Barry 100,000 50,000 50,000 *
Smith, Brook T. 50,000 25,000 25,000 *
Smith, Charles E. 25,000 12,500 12,500 *
Smith, Larry B. 90,000 45,000 45,000 *
Smitten, Jeffrey C. 18,000 9,000 9,000 *
Sommervold, Charles and Glenyce 22,736 11,363 11,363 *
Southwest Crop Insurance 50,000 25,000 25,000 *
Streett, Robert W. TTEE Robert E. Streett Rev. 200,000 100,000 100,000 *
Trust
Sutton, Kelly (1) 5,000 5,000 0 *
Tacinelli, Joseph V. 50,000 25,000 25,000 *
Taggart, Robert (1) 59,586 59,586 0 *
Taggart, Troy G. (1) 20,000 20,000 0 *
Teele, William R. 100,000 50,000 50,000 *
TGC Diamond Family L.P. 15,000 7,500 7,500 *
Thompson, George D. 50,000 25,000 25,000 *
TMM Inc. 28,000 14,000 14,000 *
Tritt, Charles C. 50,000 25,000 25,000 *
Vendegnia, George V. and Teresa L. VonFeldt 20,000 10,000 10,000 *
Wagner, James F. and Kathryn J. 20,000 10,000 10,000 *
Wall, Howard 150,000 75,000 75,000 *
13
<PAGE>
<CAPTION>
Shares Percent of
Owned Shares Outstanding
Prior to Being Shares Owned Shares Owned
Name Offering Offered After Offering After Offering
- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Weber, Thomas A. 50,000 25,000 25,000 *
Weinstein, Lawrence W. and Michelle B. 50,000 25,000 25,000 *
Whitehead, George E. 120,000 60,000 60,000 *
Wikle, Luther M. 150,000 75,000 75,000 *
Williams, Junior and Ruby 200,000 100,000 100,000 *
Williams, Martin G., Jr. 50,000 25,000 25,000 *
Wilson, James Michael 90,000 45,000 45,000 *
Wolfson, Deborah 100,000 50,000 50,000 *
Yamamoto, Takuya 80,000 40,000 40,000 *
Yarbrough, Harvey and Charlotte 50,000 25,000 25,000 *
-----------
22,468,010
</TABLE>
- ---------------------
(1) Employee of eVision and American Fronteer Financial Corporation who
received warrants for participating as a broker in a private placement.
(2) Wholly owned subsidiary of eVision.
(3) Wholly owned subsidiary of Heng Fung Capital [S] Private Limited, which is
a wholly owned subsidiary of Heng Fung Holdings Company Limited, which
beneficially owns 79% of eVision's common stock and whose president is Fai
H. Chan, Chairman of the Board of Directors and President of eVision.
* Less than 1%.
14
<PAGE>
PLAN OF DISTRIBUTION
eVision is registering the shares of common stock on behalf of the selling
securityholders. Selling securityholders includes donees and pledgees selling
shares of common stock received from a named selling securityholder after the
date of this prospectus. All costs, expenses and fees in connection with the
registration of the shares of common stock offered hereby will be borne by
eVision. Brokerage commissions and similar selling expenses attributable to the
sale of shares of common stock will be borne by the selling securityholders.
Sales of shares of common stock may be effected by selling securityholders in
one or more types of transactions (which may include block transactions), in the
over-the-counter market, in negotiated transactions, through put or call option
transactions relating to the shares of common stock, through short sales of
shares of common stock, or a combination of such methods of sale, at market
prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. eVision has not been
advised by the selling securityholders that they have entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor that
there is an underwriter or coordinating broker acting in connection with the
proposed sale of shares of common stock by the selling securityholders.
The selling securityholders may effect such transactions by selling shares
of common stock directly to purchasers or to or through broker-dealers, which
may act as agents or principals. Such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling
securityholders and/or the purchasers of shares of common stock for whom such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The selling securityholders and any broker-dealers that act in connection
with the sale of shares of common stock might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by such broker-dealers and any profit on the resale of the shares of
common stock sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
securityholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares of common stock
against certain liabilities, including liabilities arising under the Securities
Act.
Because selling securityholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling securityholders
will be subject to the prospectus delivery requirements of the Securities Act.
Selling securityholders also may resell all or a portion of the shares of
common stock in transactions in reliance upon Rule 144 or Regulation S under the
Securities Act, provided they meet the criteria and conform to the requirements
of such Rule or Regulation.
Upon eVision's being notified by a selling securityholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares of
common stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
15
<PAGE>
Securities Act, disclosing (i) the name of each such selling shareholder and of
the participating broker-dealer(s), (ii) the number of shares of common stock
involved, (iii) the price at which such shares of common stock were sold, (iv)
the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction.
In addition, upon eVision's being notified by a selling securityholder that a
donee or pledgee intends to sell more than 500 shares of common stock, eVision
will file a supplement to this prospectus.
LEGAL MATTERS
The validity of the common stock offered in this prospectus will be passed
upon by Smith McCullough, P.C.
EXPERTS
The consolidated financial statements of eVision (formerly Fronteer
Financial Holdings, Ltd.) and subsidiaries as of September 30, 1998 and 1997,
and for each of the years in the three year period ended September 30, 1998,
have been incorporated by reference herein in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
MATERIAL CHANGES
On May 7, 1999, the Board of Directors of eVision appointed Tong Wan Chan,
otherwise known as Tony Chan, to the Board of Directors of eVision. Since April
1999, Mr. Chan has worked as an Investment Banker for Fronteer Securities (H.K.)
Limited, a Hong Kong Company in which Heng Fung Holdings Company Limited
indirectly holds a minority interest. From 1998 to April 1999, Mr. Chan worked
as an Investment Banker for Commerzbank, Global Equities, Hong Kong. From 1996
to 1998, Mr. Chan worked in equity derivatives for Peregrine Derivatives. Mr.
Chan is a member representative, clearing operations principal and registered
options principal of the Hong Kong Futures Exchange and received a Bachelor of
Commerce degree in Finance with honors from the University of British Columbia.
Mr. Chan is the son of Fai H. Chan, the Chairman, President, Chief Executive
Officer and a Director of eVision.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents of eVision are specifically incorporated by
reference into this prospectus:
16
<PAGE>
Annual Report on Form 10-K for the fiscal year ended September 30,
1998;
Quarterly Report on Form 10-Q for the Quarter ended December 31, 1998;
Quarterly Report on Form 10-Q/A for the Quarter ended March 31, 1999;
and
Definitive Proxy Materials dated March 15, 1999.
All documents subsequently filed by eVision pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to termination of the offering shall be
deemed incorporated by reference in this prospectus.
eVision will provide to each person, including any beneficial owner, to
whom this prospectus is delivered, a copy of any and all of the information that
has been incorporated by reference in this prospectus but not delivered with
this prospectus. eVision will provide this information upon written or oral
request at no cost to the requester. Requests for information should be directed
to eVision's Secretary at 1700 Lincoln Street, 32nd Floor, Denver, Colorado
80203. eVision's telephone number is (303) 860-1700.
eVision is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance with the Exchange Act, eVision files
periodic reports with the Commission. Such reports include Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
eVision also files proxy materials with the Commission. Such reports and proxy
materials filed by eVision with the Commission can be read and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Information about the operation of the Commission's Public Reference Room
can be obtained by calling 1-800-SEC-0330. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
about us. The address of such site is http://www.sec.gov.
17
<PAGE>
- --------------------------------------------------------------------------------
eVision has not authorized any
dealer, salesperson or other person
to give any information or
represent anything not contained in eVISION USA.COM, INC.
this prospectus. You must not rely
on any unauthorized information.
This prospectus does not offer to
sell or buy any shares of common
stock in any jurisdiction where it
is unlawful.
22,468,010 shares
of common stock
-------------
PROSPECTUS
-------------
June 25, 1999
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by us in connection with the issuance and distribution of
the securities being registered hereby are as follows:
SEC Registration Fee...................................$ 4,373
NASD Fee...............................................$ 2,073
Accounting Fees and Expense............................$ 0*
Legal Fees and Expenses................................$ 10,000*
Blue Sky Fees and Expenses.............................$ 0*
Printing, Freight and Engraving........................$ 0*
Miscellaneous..........................................$ 0*
-------
Total.........................................$ 16,446*
========
- -------------------
*Estimated.
Item 15. Indemnification of Directors and Officers.
Section 7-109-102 of the Colorado Business Corporation Act permits a
Colorado corporation to indemnify any director against liability if such person
acted in good faith and, in the case of conduct in an official capacity with the
corporation, that the director's conduct was in the corporation's best interests
and, in all other cases, that the director's conduct was at least not opposed to
the best interests of the corporation or, with regard to criminal proceedings,
the director had no reasonable cause to believe the director's conduct was
unlawful.
eVision's Articles of Incorporation and Bylaws provide that each director,
officer, employee, fiduciary or agent of eVision (and their heirs, executors and
administrators) shall be indemnified by eVision against expenses reasonably
incurred by or imposed upon them in connection with or arising out of any
action, suit or proceeding in which they may be involved or to which they may be
made a party by reason of their being or having been a director, officer,
employee, fiduciary or agent of eVision, or at eVision's request of any other
corporation of which it is a shareholder or creditor and from which such persons
are not entitled to be indemnified (whether or not they continue to be a
director, officer, employee, fiduciary or agent at the time of imposing or
incurring such expenses), except in respect to matters as to which they shall be
finally adjudged in such action, suit or proceeding to be liable for negligence
or misconduct. In addition, eVision's Articles of Incorporation provide that
subject to applicable state law, in the event of a settlement of any such
II-1
<PAGE>
action, suit or proceeding, indemnification shall be provided only in connection
with such matters covered by the settlement as to which eVision is advised by
counsel that the person to be indemnified did not commit a breach of duty.
eVision's Bylaws include provisions requiring eVision to indemnify any
person who was or is a party or is threatening to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that such person is or was eVision's director, officer,
employee, fiduciary or agent, or is or was serving at eVision's request as a
director, officer, partner, trustee, employee, fiduciary or agent of any foreign
or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company or other enterprise or an employee benefit plan against
reasonably incurred expenses (including attorneys' fees), judgments, penalties,
fines (including any excise tax assessed with respect to an employee benefit
plan) and amounts paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding if it is determined by
disinterested directors that such person conducted himself or herself in good
faith and that such person reasonably believed (i) in the case of conduct in
such person's official capacity with eVision, that such person's conduct was in
eVision's best interest, or (ii) in all other cases (except criminal cases) that
such person's conduct was at least not opposed to eVision's best interest, or
(iii) in the case of any criminal proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful. No indemnification shall be
made with respect to any claim, issue or matter in connection with a proceeding
by or in which the person being indemnified is adjudged liable to eVision or in
connection with any proceeding charging that the person being indemnified
derived an improper personal benefit, whether or not involving acting in an
official capacity, in which such person was adjudged liable on the basis that
such person derived an improper personal benefit. Further, indemnification in
connection with a proceeding brought by or in our right shall be limited to
reasonable expenses, including attorneys' fees, incurred in connection with the
proceeding. Reasonable expenses (including attorneys' fees) incurred in
defending an action, suit or proceeding) may be paid by eVision to any person
being indemnified in advance of the final disposition of the action, suit or
proceeding upon receipt of (i) a written affirmation by the person being
indemnified as to such person's good faith and belief that such person met the
standards of conduct described by the Bylaws, (ii) a written undertaking,
executed personally or on behalf of the person being indemnified, to repay such
advances if it is ultimately determined that such person did not meet the
prescribed standards of conduct, and (iii) a determination is made by a
disinterested director (as described in the Bylaws) that the facts then known to
a disinterested director would not preclude indemnification. The Bylaws require
that we report in writing to shareholders with or before notice of the next
meeting of shareholders of any indemnification of or advance of expenses to any
director under the indemnification provisions of the Bylaws.
II-2
<PAGE>
Item 16. Exhibits.
The following is a list of all exhibits filed as part of this Registration
Statement or, as noted, incorporated by reference to this Registration
Statement:
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 4.1 Articles of Incorporation of eVision (incorporated by
reference to Exhibit 3.0 to eVision's Annual Report on Form
10-K for the year ended September 30, 1995).
Exhibit 4.1(i) Articles of Amendment to eVision's Articles of Incorporation
dated April 28, 1995 (incorporated by reference to Exhibit
3.0(i) to eVision's Current Report on Form 8-K dated May 9,
1995).
Exhibit 4.1(ii) Articles of Amendment to eVision's Articles of Incorporation
dated June 27, 1995 (incorporated by reference to Exhibit
3.0(ii) to eVision's Annual Report on Form 10-K for the year
ended September 30, 1996).
Exhibit 4.1(iii) Articles of Amendment to eVision's Articles of Incorporation
dated October 13, 1998 (incorporated by reference to Exhibit
3.0(iii) to eVision's Annual Report on Form 10-K for the
year ended September 30, 1998).
Exhibit 4.1(iv) Articles of Amendment to eVision's Articles of Incorporation
dated November 13, 1998 (incorporated by reference to
Exhibit 3.0(iv) to eVision's Annual Report on Form 10-K for
the year ended September 30, 1998).
Exhibit 4.1(v) Articles of Amendment to eVision's Articles of Incorporation
dated April 19, 1999 (incorporated by reference to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 4.1(vi) Articles of Amendment to eVision's Articles of Incorporation
dated May 5, 1999 (incorporated by reference to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 4.2 Restated Bylaws of eVision adopted February 14, 1996
(incorporated by reference to Exhibit 3.2 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1996).
Exhibit 5.0 Opinion of Smith McCullough, P.C. regarding legality.
Exhibit 23.1 Consent of KPMG LLP.
Exhibit 23.2 Consent of Smith McCullough, P.C. (see Exhibit 5.0).
Exhibit 27.0 Financial Data Schedule.
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: to include any material
II-3
<PAGE>
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change in such information in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed the initial bona fide
offering thereof; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and 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 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 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
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 for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on June 25, 1999.
eVISION USA.COM, INC.
By: /s/ Fai H. Chan
-------------------------------------
Fai H. Chan, President
By: /s/ Gary L. Cook
-------------------------------------
Gary L. Cook, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Fai H. Chain
- ------------------------------- Director June 25, 1999
Fai H. Chan
/s/ Robert H. Trapp
- ------------------------------- Director June 25, 1999
Robert H. Trapp
/s/ Kwok Jen Fong
- ------------------------------- Director June 25, 1999
Kwok Jen Fong
/s/ Robert Jeffers, Jr.
- ------------------------------- Director June 25, 1999
Robert Jeffers, Jr.
/s/ Jeffrey M. Busch
- ------------------------------- Director June 25, 1999
Jeffrey M. Busch
/s/ Tong Wan Chan
- ------------------------------- Director June 25, 1999
Tong Wan Chan
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 4.1 Articles of Incorporation of eVision (incorporated by
reference to Exhibit 3.0 to eVision's Annual Report on Form
10-K for the year ended September 30, 1995).
Exhibit 4.1(i) Articles of Amendment to eVision's Articles of Incorporation
dated April 28, 1995 (incorporated by reference to Exhibit
3.0(i) to eVision's Current Report on Form 8-K dated May 9,
1995).
Exhibit 4.1(ii) Articles of Amendment to eVision's Articles of Incorporation
dated June 27, 1995 (incorporated by reference to Exhibit
3.0(ii) to eVision's Annual Report on Form 10-K for the year
ended September 30, 1996).
Exhibit 4.1(iii) Articles of Amendment to eVision's Articles of Incorporation
dated October 13, 1998 (incorporated by reference to Exhibit
3.0(iii) to eVision's Annual Report on Form 10-K for the
year ended September 30, 1998).
Exhibit 4.1(iv) Articles of Amendment to eVision's Articles of Incorporation
dated November 13, 1998 (incorporated by reference to
Exhibit 3.0(iv) to eVision's Annual Report on Form 10-K for
the year ended September 30, 1998).
Exhibit 4.1(v) Articles of Amendment to eVision's Articles of Incorporation
dated April 19, 1999 (incorporated by reference to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 4.1(vi) Articles of Amendment to eVision's Articles of Incorporation
dated May 5, 1999 (incorporated by reference to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 4.2 Restated Bylaws of eVision adopted February 14, 1996
(incorporated by reference to Exhibit 3.2 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1996).
Exhibit 5.0 Opinion of Smith McCullough, P.C. regarding legality.
Exhibit 23.1 Consent of KPMG LLP.
Exhibit 23.2 Consent of Smith McCullough, P.C. (see Exhibit 5.0).
Exhibit 27.0 Financial Data Schedule.
June 25, 1999
Board of Directors eVision USA.Com, Inc.
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
Re: Form S-3 Registration Statement
Opinion of Counsel
Gentlemen:
You have requested our opinion as to certain matters under the Colorado
Business Corporation Act that relate to the 6,554,523 shares of $0.01 par value
common stock ("Common Stock") issuable upon exercise of outstanding warrants
("Warrants") of the Company and the 15,913,487 shares of Common Stock issuable
upon conversion of outstanding convertible debentures ("Convertible
Debentures"), all of which are described on the cover page of the Registration
Statement on Form S-3 that the Company plans to file with the United States
Securities and Exchange Commission.
We have reviewed the Articles of Incorporation, as amended and restated, of
the Company, the minutes of the meetings of the board of directors and of the
shareholders of the Company and such other documents we considered necessary in
order to render this opinion. As a result of our review, we are of the opinion
that, assuming the exercise price of the Warrants is paid for upon the exercise
thereof, the 6,554,523 shares of Common Stock underlying the Warrants, when
issued, will be validly issued, fully paid and nonassessable under the Colorado
Business Corporation Act, and that, assuming conversion of the Convertible
Debentures, the 15,913,487 shares of Common Stock underlying the Convertible
Debentures, when issued, will be validly issued, fully paid and nonassessable
under the Colorado Business Corporation Act.
This opinion is limited to the applicability of the Colorado Business
Corporation Act to the shares of Common Stock. This opinion does not cover or in
any way relate to the applicability of, or compliance by the Company with, any
other law, including any federal or state securities laws, any state common law,
or any other federal law.
We consent to your describing this firm as having issued this opinion in
the Prospectus which is a part of the Registration Statement referenced above.
/s/ SMITH MCCULLOUGH, P.C.
Consent of Independent Auditors
The Board of Directors
eVision USA.Com, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of eVision USA.Com, Inc. (formerly Fronteer Financial Holdings, Ltd.)
of our report dated December 30, 1998, relating to the consolidated balance
sheets of eVision USA.Com, Inc. (formerly Fronteer Financial Holdings, Ltd.) and
subsidiaries as of September 30, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
each of the years in the three-year period ended September 30, 1998, which
report appears in the September 30, 1998 annual report on Form 10-K of eVision
USA.Com, Inc. (formerly Fronteer Financial Holdings, Ltd.), and to the reference
to our firm under the heading "Experts" in the Registration Statement.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
June 25, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,560,235
<SECURITIES> 2,004,221
<RECEIVABLES> 2,905,711
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,916,076
<PP&E> 3,819,255
<DEPRECIATION> (2,387,888)
<TOTAL-ASSETS> 19,157,622
<CURRENT-LIABILITIES> 5,448,726
<BONDS> 14,191,444
0
2,050
<COMMON> 181,170
<OTHER-SE> (3,641,233)
<TOTAL-LIABILITY-AND-EQUITY> 19,157,622
<SALES> 0
<TOTAL-REVENUES> 9,598,560
<CGS> 0
<TOTAL-COSTS> 9,398,960
<OTHER-EXPENSES> 43,933
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 218,607
<INCOME-PRETAX> (179,310)
<INCOME-TAX> 57,768
<INCOME-CONTINUING> (237,078)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (237,078)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
