Filed with the Securities and Exchange Commission on June 24, 1997.
Securities Act Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. PAWN, INC.
----------------------------
(Exact Name of Registrant
As Specified In Its Charter)
Colorado 5932 84-0819941
------------------------------ --------------------------- -------------
(State or other jurisdiction of Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code No.) I.D. Number)
7215 Lowell Blvd.
Westminster, Colorado 80030
(303) 657-3550
------------------------------------------------------
(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
Melvin Wedgle, President
U.S. Pawn, Inc.
7215 Lowell Blvd.
Westminster, Colorado 80030
(303) 657-3550
--------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications to:
Gary A. Agron, Esq.
Law Office of Gary A. Agron
5445 DTC Parkway, Suite 520
Englewood, Colorado 80111
(303) 770-7254
(303) 770-7257 (fax)
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of the Offering.
<PAGE>
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 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: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of each class of Amount to Proposed Proposed Amount of
securities to be registered be registered maximum maximum registration
offering aggregate fee
price per offering
unit(1) price(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 125,000 $3.50 $437,500 $133
value per share underlying Shares
Common Stock Purchase
Warrants
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par 25,000 $3.50 $ 87,500 $ 27
value per share Shares
- --------------------------------------------------------------------------------------------------------------------------------
TOTALS $525,000 $160
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the closing price per share of the Common
Stock on the NASDAQ SmallCap Market on June 17, 1997.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
(ii)
<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
BETWEEN ITEMS OF FORM S-3 AND THE PROSPECTUS
Item
No. Prospectus Caption or Page
---- --------------------------
<S> <C> <C>
1 Forepart of the Registration Statement and Facing Page; Cross-Reference Sheet;
Outside Front Cover Page of Prospectus Outside Front Cover Page of
Prospectus
2 Inside Front and Outside Back Cover Inside Front and Outside Back Cover
Pages of Prospectus Pages of Prospectus
3 Summary Information, Risk Factors and Outside Front Cover Page of
Ratio of Earnings to Fixed Charges Prospectus; Risk Factors
4 Use of Proceeds Use of Proceeds
5 Determination of Offering Price *
6 Dilution *
7 Selling Security Holders Selling Stockholders
8 Plan of Distribution Plan of Distribution
9 Description of Securities to be Registered *
10 Interests of Named Experts and Counsel Legal Matters; Experts
11 Material Changes *
12 Incorporation of Certain Information by Inside Front Cover Page of
Reference Prospectus
13 Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
* Not Applicable
(iii)
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED JUNE 24, 1997
PROSPECTUS
125,000 Shares of Common Stock Upon
Exercise of Common Stock Purchase Warrants
And 25,000 Shares of Common Stock
U.S. PAWN, INC.
This Prospectus covers the sale of up to 125,000 shares of the no par value
common stock ("Common Stock") of U.S. Pawn, Inc., a Colorado corporation (the
"Company"), issuable upon exercise of 125,000 common stock purchase warrants
(the "Warrants") and 25,000 shares of Common Stock held by certain selling
stockholders (the "Selling Stockholders"). See "Selling Stockholders." Each
Warrant entitles the holder to purchase one share of Common Stock at $3.00 per
share at any time until July 31, 1998. The Company will not receive any part of
the proceeds from the sale of Common Stock by the Selling Stockholders, although
it will receive any funds tendered upon exercise of the Warrants.
The Selling Stockholders (none of whom are officers, directors or
affiliates of the Company) may sell the Common Stock from time to time directly
or indirectly through designated agents in open market transactions, including
block trades, on the NASDAQ SmallCap Market ("NASDAQ SmallCap Market"), in
negotiated transactions or in a combination of any such methods of sale or
through dealers or underwriters also to be designated, on terms to be determined
at the time of sale. To the extent required, the Common Stock to be sold, the
name of the Selling Stockholders, purchase price, offering price, the name of
any agent, dealer or underwriter, and any applicable commission or discount with
respect to a particular offer or sale will be set forth in an accompanying
prospectus supplement. The aggregate proceeds to the Selling Stockholders from
sales of the Common Stock will be the purchase price of the Common Stock sold
less the aggregate agents' commissions and underwriters' discounts, if any, and
other expenses of issuance and distribution. All of the registration expenses of
this offering will be paid for by the Company. See "Plan of Distribution."
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of any of the
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commission
received by them and any profit on the resale of the Common Stock purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution" for indemnification arrangements.
The Common Stock is listed on the NASDAQ SmallCap Market under the
symbol "USPN." On June 17, 1997, the closing sales price of the Common Stock as
reported on the NASDAQ SmallCap Market was $3.50 per share.
PURCHASE OF THE COMMON STOCK IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK
AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. -----------
The date of this Prospectus is_____________, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-3 (the
"Registration Statement") under the 1933 Act with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain items of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered by this Prospectus, reference
is made to such Registration Statement and the exhibits thereto. Statements
contained in this Prospectus as to the contents of any contract or other
documents are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof; each such
statement contained herein is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and, in accordance therewith, files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information may be inspected and copied at
public reference facilities of the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549; Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; 7 World Trade Center, New York, New York 10048;
and 5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates.
The Company furnishes annual reports to its stockholders which include
audited financial statements. The Company may also furnish quarterly financial
statements to its stockholders and such other reports as may be authorized by
its Board of Directors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed or will be filed with the
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-QSB for the three months
ended March 31, 1997;
(3) The Company's Quarterly Report on Form 10-QSB for the three months
ended September 30, 1996;
(4) The Company's Quarterly Report on Form 10-QSB for the three months
ended June 30, 1996;
2
<PAGE>
(5) Proxy Statement for the Annual Meeting of Stockholders of the Company
held June 20, 1997;
(6) Description of the Common Stock contained in the Company's
Registration Statement on Form S-1 declared effective under the
Securities Act, on March 11, 1992; File Number 33-40261;
(7) All other documents subsequently filed by the Company pursuant to
Sections 12, 13(a), 13(c), 14 and 15(d) of the 1934 Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained in this Prospectus, in a
supplement to this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed supplement to this Prospectus or in any document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents. Written or oral requests for such
copies should be directed to Charles C. Van Gundy, Chief Financial Officer, U.S.
Pawn, Inc., 7215 Lowell Blvd., Westminster, Colorado 80030, telephone (303)
657-3550.
3
<PAGE>
BUSINESS OF THE COMPANY
U.S. Pawn, Inc. (the "Company") was organized as a Colorado corporation on
March 18, 1980 and is one of four publicly-traded pawnshop operators in the
United States. As of May 14, 1997, the Company owned and operated 19 pawnshops
comprised of 12 pawnshops in Colorado, four pawnshops in Wyoming, two pawnshops
in Nevada and one pawnshop in Nebraska.
The Company owns and operates pawnshops that lend money secured by a pledge
of tangible personal property, a transaction commonly referred to as a "pawn
loan." The Company's pawnshops provide consumer loans and offer for sale used
merchandise acquired by the Company when customers failed to repay their pawn
loan. The Company receives a pawn service charge to compensate it for the loan,
which is calculated as a percentage of the pawn loan amount, in a manner similar
to which interest is charged on a traditional loan and generally ranges from 96%
to 240% annually, as permitted by state laws and local ordinances. The pledged
property is held through the term of the pawn loan contract, which generally is
30 to 120 days, unless otherwise earlier paid or renewed. Generally, the
customer repays the pawn loan and accrued service charge in full, redeeming the
pledged property, or pays the accrued service charge and renews the pawn loan.
In the event the customer does not redeem the pledged property or renew the pawn
loan, the pledged property is forfeited to the Company and becomes inventory
available for resale in the pawnshop.
Except for the historical information contained herein, certain matters set
forth in this Prospectus are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially. These risks are detailed
herein under "Risk Factors", in other parts of this Prospectus and from time to
time in the Company's periodic reports filed with the Securities and Exchange
Commission. These forward-looking statements speak only as of the date hereof.
The Company disclaims any intent or obligation to update these forward-looking
statements.
The Company's principal offices are located at 7215 Lowell Boulevard,
Westminster, Colorado 80030, and its telephone number is (303) 657-3550. As used
herein, the term "Company" includes U.S. Pawn, Inc. and its subsidiaries.
4
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider the
following risk factors and other information contained in this Prospectus before
making an investment in the Common Stock. Information contained in this
Prospectus includes "forward-looking statements" which can be identified by the
use of forward-looking terminology such as "believes", "expects", "may",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. No assurance can be given
that the future results addressed by the forward-looking statements will be
achieved. The following matters constitute cautionary statements identifying
important factors with respect to such forward-looking statements, including
certain risks and uncertainties, that could cause actual results to vary
materially from the future results addressed in such forward-looking statements.
Other factors could also cause actual results to vary materially from the future
results addressed in such forward-looking statements.
Competition. The Company encounters significant competition in connection
with its pawn lending and merchandise resale operations. These competitive
conditions may adversely affect the Company's revenues and profitability. In
Colorado, the Company's primary market, there are a total of approximately 400
pawnshops, including 25 pawnshops owned by two other publicly-traded companies.
Regulation. The Company's pawnshop operations are subject to regulation,
supervision and licensing under various federal, state and local statutes,
ordinances and regulations. These statutes prescribe, among other things, the
maximum rates of pawn service and other charges that may be charged for lending
money. With respect to gun and ammunition sales, pawnshops must comply with
regulations promulgated by the United States Department of Treasury, Bureau of
Alcohol, Tobacco and Firearms. There is no assurance that additional laws or
regulations will not be enacted or interpretations adopted at some future date
that will inhibit the operations or growth of the Company, decease the rates it
can charge for lending money or prohibit the sale of certain goods, such as
firearms.
Risk of Loss. Pawnshops face a risk of loss from uninsured burglaries and
the inadvertent acquisition of stolen merchandise. Although the Company has
procedures to avoid the acquisition of stolen merchandise and has not
historically suffered material losses from either burglary or stolen
merchandise, there can be no assurance that the Company will not incur such
losses in the future. Insurance against most kinds of theft is not maintained,
as the Company has concluded that the risk of loss does not justify the premium
coverage.
Dependence Upon Certain Officers and Directors. The Company is highly
dependent upon the services of its Chief Executive Officer and its Chief
Financial Officer. The loss of services of either of these individuals would
have a material adverse effect upon the Company's operations. The Company does
not have employment agreements with any of its executive officers and does not
carry life insurance on any of their lives.
5
<PAGE>
No Dividends. The Company has not paid any dividends on its Common Stock
and does not intend to pay any dividends in the foreseeable future.
Possible Volatility of Securities Prices. The market price of the Company's
securities may be highly volatile, as has been the case with the securities of
other small capitalization public companies. Factors such as the Company's
operating results or other announcements by the Company or its competitors may
have a significant effect on the market price of the Company's securities.
Market prices for securities of many small capitalization companies have also
experienced wide fluctuations in response to variations in quarterly operating
results, general economic conditions and other factors beyond the control of the
Company.
Maintenance Criteria for NASDAQ Securities. The Company's Common Stock
trades on the NASDAQ SmallCap Market. If the Company does not meet certain
maintenance criteria necessary to maintain its listing on the NASDAQ SmallCap
Market, the market prices of the Common Stock may be adversely affected. In
order to continue to be included on the NASDAQ SmallCap Market, a company must
maintain $2,000,000 in total assets, a $200,000 market value of the public float
of its securities and $1,000,000 in total capital and surplus. In addition,
continued inclusion requires two market makers and a minimum bid price of $1.00
per share, provided, however, that if a company falls below such minimum bid
price, it will remain eligible for continued inclusion on the NASDAQ SmallCap
Market if the market value of the public float is at least $1,000,000 and the
Company has $2,000,000 in capital and surplus. The failure to meet these
maintenance criteria in the future may result in the discontinuance of the
inclusion of the Company's securities on the NASDAQ SmallCap Market. In such
event, trading, if any, in the Company's securities may then be conducted only
on the Electronic Bulletin Board of the over-the-counter market. As a result, an
investor may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's securities. In addition,
brokers effecting transactions in the Company's Common Stock would be subject to
Rule 15g-2 through 15g-5 promulgated by the Securities and Exchange Commission
(the "rule") which provides that if the Company fails to meet certain criteria
set forth in the Rule, additional sales practice requirements will be imposed on
broker-dealers who sell securities governed by the Rule to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For these types of transactions, the broker-dealer must make a
suitability determination concerning the purchaser and have received the
purchaser's written consent to the transaction prior to sale. Consequently, the
Rule may have an adverse effect on the ability of broker-dealers to sell the
Company's securities and may affect the ability of stockholders to sell the
Company's securities in the open market.
Depressive Effect of Future Sales. A total of 4,006,996 shares of Common
Stock were outstanding as of May 14, 1997, all of which are free-trading or may
be sold as "restricted securities" under Rule 144 promulgated under the
Securities Act at any time. In general, Rule 144 allows a person who has owned
restricted shares of Common Stock beneficially for at least one year to sell
within any three-month period a number of shares that does not exceed the
6
<PAGE>
greater of 1% of the total number of outstanding shares of the same class, or if
the Common Stock is quoted on certain stock exchanges and other markets,
including the NASDAQ SmallCap Market, the average weekly trading volume during
the four calendar weeks preceding the sale. A person who has not been an
affiliate of the Company for at least the three months immediately preceding the
sale and who has beneficially owned shares of Common Stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.
Authorization of Preferred Stock. The Company's Articles of Incorporation
authorize the issuance of up to 1,000,000 shares of Preferred Stock with such
rights and preferences as may be determined from time to time by the Board of
Directors. Accordingly, under the Articles of Incorporation, the Board of
Directors may, without stockholder approval, issue Preferred Stock with
dividend, liquidation, conversion, voting, redemption or other rights which
could adversely affect the voting power or other rights of the holders of the
Company's Common Stock. The issuance of any shares of Preferred Stock having
rights superior to those of the Company's Common Stock may result in a decrease
of the value or market price of the Common Stock and could further be used by
the Board as a device to prevent a change in control of the Company. Holders of
the Preferred Stock may have the right to receive dividends, certain preferences
in liquidation and conversion rights.
7
<PAGE>
USE OF PROCEEDS
The Company will not receive any part of the proceeds from the sale of
Common Stock by the Selling Stockholders, although it will receive the exercise
price of the Warrants (amounting to up to $375,000), which will be added to the
Company's working capital.
8
<PAGE>
SELLING STOCKHOLDERS
This Prospectus covers offers and sales from time to time of up to 125,000
shares of Common Stock which may be issued upon exercise of the Warrants and
25,000 shares of Common Stock. Set forth below is the name of each Selling
Stockholder, none of whom is an officer, director or affiliate of the Company,
the number of Warrants and underlying shares of Common Stock owned by each
Selling Stockholder as of this date, the number of shares of Common Stock which
may be offered by the Selling Stockholder pursuant to this Prospectus, and the
number of shares of Common Stock and percentage of the class of Common Stock to
be owned by each Selling Stockholder upon completion of the offering if all
Shares are sold. All shares of Common Stock and all Warrants are owned
beneficially and of record. The address of each Selling Stockholder is in care
of the Company at 7215 Lowell Blvd., Westminster, Colorado 80030. The Common
Stock listed below may be offered for sale by the Selling Stockholders from time
to time in open market transactions at prevailing market prices and at customary
commission rates. See "Plan of Distribution."
<TABLE>
<CAPTION>
Number of
Number of Warrants and/or
Warrants and/or Underlying Number of Warrants
Underlying Shares Shares and/or Underlying Shares
Name of Owned Prior Being Owned After the Offering
Selling Stockholder to the Offering Offered Number Percentage
- ------------------- --------------- ---------------- ------ ----------
<S> <C> <C> <C> <C>
John Cathcart 50,500 Warrants and 50,500 Warrants -0- -0-
underlying shares and underlying
shares
William Mentis 10,000 Warrants and 10,000 Warrants -0- -0-
underlying shares and underlying
shares
Ross Murphy 61,000 Warrants and 61,000 Warrants -0- -0-
underlying shares and underlying
shares
J. B. Saunders 3,500 Warrants and 3,500 Warrants -0- -0-
underlying shares and underlying
shares
Ruth Lewis 25,000 shares 25,000 shares -0- -0-
</TABLE>
9
<PAGE>
PLAN OF DISTRIBUTION
The 125,000 shares of Common Stock issuable upon exercise of the Warrants
and 25,000 shares of Common Stock may be sold from time to time by the Selling
Stockholders in open market transactions, including block trades on the NASDAQ
SmallCap Market, in negotiated transactions or in a combination of any such
methods of sale. Alternatively, the Selling Stockholders may from time to time
upon exercise offer the Common Stock through underwriters, dealers or agents,
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the Selling Stockholders or the purchasers of the Common
Stock for whom they may act as agent. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the distribution of the
Common Stock may be deemed to be underwriters, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received by
any such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. At the time a particular
offer of the Common Stock is made, to the extent required, a Prospectus
Supplement will be distributed that will set forth the aggregate amount of
Common Stock being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, any discounts, commissions and
other items constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
including the proposed selling price to purchasers. The Company will not receive
any of the proceeds from the sale by the Selling Stockholders of the Common
Stock offered hereby, although it will receive the exercise price of the
Warrants, which will be added to the Company's working capital. All of the
registration expenses of the offering will be paid by the Company.
The Common Stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices.
The Company has agreed to indemnify in certain circumstances the Selling
Stockholders and any underwriter, selling brokers, dealer managers or similar
persons who participate in the distribution of the Common Stock, if any, and
certain persons related to the foregoing persons, against certain liabilities,
including liabilities under the Securities Act. The Selling Stockholders have
agreed to indemnify in certain circumstances the Company and certain persons
related to the Company against certain liabilities, including liabilities under
the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless it has been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.
10
<PAGE>
LEGAL MATTERS
Gary A. Agron, Englewood, Colorado, has acted as counsel to the Company in
connection with the offering. Mr. Agron is a director of the Company and owns
14,000 shares of the Company's Common Stock and options to acquire an additional
20,500 shares at prices ranging from $1.70 to $2.00 per share.
EXPERTS
The financial statements of the Company included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1996 which are
incorporated by reference in the Registration Statement of which this Prospectus
forms a part, have been audited by AJ. Robbins, P.C., independent certified
public accountants, as stated in their report appearing therein, and have been
so included herein in reliance upon such report given upon the authority of that
firm as experts in accounting and auditing.
11
<PAGE>
- ---------------------------------------- -----------------------------------
No dealer, salesman or other person has
been authorized to give any information
or to make any representations other
than contained in this Prospectus in
connection with the Offering described
herein, and if given or made, such 125,000 Shares of
information or representations must not Common Stock Underlying
be relied upon as having been authorized Common Stock Purchase Warrants
by the Company. This Prospectus does not and 25,000 Shares of Common Stock
constitute an offer to sell, or the
solicitation of an offer to buy, the
securities offered hereby to any person
in any state or other jurisdiction in
which such offer or solicitation is
unlawful. Neither the delivery of this
Prospectus nor any sale hereunder shall,
under any circumstances, create any U.S. PAWN, INC.
implication that there has been no
change in the affairs of the Company
since the date hereof.
Page
----
Available Information................ 2
Incorporation of Certain
Documents by Reference............. 2
Business of the Company.............. 4
Risk Factors......................... 5
Use of Proceeds...................... 8 ----------------
Selling Stockholders................. 9
Plan of Distribution................. 10 PROSPECTUS
Legal Matters........................ 11
Experts.............................. 11 ----------------
, 1997
---------
- ---------------------------------------- -----------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.(1)
-----------------------------------------------
SEC Registration Fee............................. $ 133
Blue Sky Filing Fees............................. -0-
Blue Sky Legal Fees.............................. -0-
Printing Expenses................................ 2,000
Legal Fees and Expenses.......................... 12,500
Accounting Fees.................................. 2,000
Miscellaneous Expenses........................... 1,387
-------
TOTAL............................................ $18,000
(1) All expenses are estimated except the SEC Registration fee.
ITEM 15. Indemnification of Directors and Officers.
-----------------------------------------
Article IX of the Registrant's Bylaws provides as follows:
"ARTICLE IX
INDEMNIFICATION OF DIRECTORS
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability to the Corporation or to its
shareholders for monetary damages for (i) any breach of the directors' duty of
loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) acts specified in Section 7-5-114 of the Colorado Corporation Code;
or (iv) any transaction from which the director derived an improper personal
benefit.
If the Colorado Corporation Code is hereafter amended to authorize the
further elimination or limitation of the liability of a director, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Colorado Corporation Code, as so amended.
Any repeal or modification of the foregoing provisions of this Article by
the shareholders of the Corporation shall not affect adversely any right or
protection of a director of the Corporation in respect of any acts or omissions
of such director occurring prior to the time of such repeal or modification."
II-1
<PAGE>
ITEM 16. Exhibits.
---------
(a) Exhibits
Exhibit No. Title
----------- -----
2.01 Articles of Incorporation of the Registrant (1)
2.02 Bylaws of the Registrant (1)
5.01 Opinion of Gary A. Agron (including consent)
23.01 Consent of Gary A. Agron (See 5.01, above)
23.02 Consent of AJ. Robbins, P.C.
(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-1, file number 33-40261, declared effective on July 12, 1991.
ITEM 17. Undertakings.
-------------
The Registrant hereby undertakes:
(a) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, 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 of 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-2
<PAGE>
(b) That subject to the terms and conditions of Section 13(a) of the
Securities Exchange Act of 1934, it will file with the Securities and Exchange
Commission such supplementary and periodic information, documents and reports as
may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.
(c) That any post-effective amendment filed will comply with the applicable
forms, rules and regulations of the Commission in effect at the time such
post-effective amendment is filed.
(d) 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
Securities Act of 1933;
(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;
(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;
(e) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
II-3
<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 of filing on Form S-3 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westminster, Colorado, on June 16, 1997.
U.S. PAWN, INC.
By /s/ MELVIN WEDGLE
-----------------------------------
Melvin Wedgle
Chief Executive Officer
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.
Signature Title Date
--------- ----- ----
/s/ Melvin Wedgle Chief Executive Officer, June 16, 1997
- -------------------------- President and Director
Melvin Wedgle
/s/ Charles C. Van Gundy Chief Financial Officer June 16, 1997
- --------------------------- (Principal Accounting Officer),
Charles C. Van Gundy Vice President, Secretary
and Director
/s/ Stanley M. Edelstein Director June 16, 1997
- ----------------------------
Stanley M. Edelstein
/s/ Gary A. Agron Director June 16, 1997
- ----------------------------
Gary A. Agron
/s/ Larry M. Snyder Director June 16, 1997
- ----------------------------
Larry M. Snyder
- ---------------------------- Director -------------
Daniel B. Rudden
<PAGE>
EXHIBIT INDEX
Exhibit No. Title
- ----------- -----
5.01 Opinion of Gary A. Agron (including consent)
23.01 Consent of Gary A. Agron (See 5.01, above)
23.02 Consent of AJ. Robbins, P.C.
June 24, 1997
U.S. Pawn, Inc.
7215 Lowell Blvd.
Westminster, Colorado 80030
Gentlemen:
We have assisted in the preparation and filing by U.S. Pawn, Inc. (the
"Company") of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission, relating to 125,000
shares of no par value Common Stock (the "Common Stock") of the Company issuable
upon exercise of Common Stock purchase warrants (the "Warrants") and 25,000
shares of Common Stock.
We have examined such records and documents and have made such examination
of laws as we considered necessary to form a basis for the opinions set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock has been duly authorized and reserved for issuance and such Common
Stock, when issued in accordance with the terms of the Warrants against payment
therefor, will be duly and validly issued, fully paid and nonassessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act of 1933, as amended, and applicable state
laws relating to the offer and sale of securities.
We consent to the filing of a copy of this opinion in the Registration
Statement and the use of our opinion in connection therewith.
Very truly yours,
Gary A. Agron
AJ. ROBBINS, PC
Certified Public Accountants
and Consultants
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 13, 1997 on the financial statements of U.S. Pawn, Inc., and to
the reference made to our firm under the caption "Experts" included in or made
part of this Registration Statement.
/s/ AJ. Robbins, PC
----------------------------------------
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
Denver, Colorado
June 23, 1997
3033 East 1st Avenue - Suite 201 - Denver, CO 80206 -
303 321-1281 - Fax 303 321-1288
Colorado Society of Certified Public Accountants
SEC Practice and Private Companies Sections
American Institute of Certified Public Accountants
Independent Accounting International
