As Filed With the Securities and Exchange Commission on August ,2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
E*MACHINERY.NET, INC.
(Exact name of Registrant as specified in its charter)
Delaware 6770 75-2254748
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code No.) Identification Number)
1400 Medford Plaza, Route 70 & Hartford Road
Medford, New Jersey 08055
(Address of principal place of business or intended principal
place of business)
Arthur O'Shea, President
E*MACHINERY.NET, INC.
1400 Medford Plaza, Route 70 & Hartford Road
Medford, New Jersey 08055
(609) 953-7985
(Name, address, including zip code, and telephone number)
including area code, of agent for service)
Copy to:
William N. Levy, Esq.
LEVY & LEVY, P.A.
Suite 309, Plaza 1000, Main Street
Voorhees, New Jersey 08043
(856) 751-9494
Approximate date of commencement of proposed sale to the public: As soon
as practicable after 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, as amended, check the following box./ /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
/ /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, as amended, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the offering.//.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Offering Amount Proposed Maximum Proposed Maximum Registration
of Securities to be to be Registered(1) Offering Price Aggregate Offering Fee
Registered Per Share (1) Price (1)
</CAPTION>
-----------------------------------------------------------------------------------------------
<S> <C> <S> <S> <S>
Common Stock, $.001 2,430,000 $1.75 $4,252,500 $1,123
par value
-----------------------------------------------------------------------------------------------
</TABLE>
Total Registration Fee . . . . . . . . . . . . . . . . . . . $1,123
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
Registrant's fee has been calculated based on a price of $1.75 per
share, the price as reported in NASD OTC Electronic Bulletin Board for
the Registrant's common stock on August 4, 2000.
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>
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 registration or
qualification under the securities laws of any such State.
<PAGE>
PROSPECTUS
2,430,000 Shares of Common Stock
E*MACHINERY.NET, INC.
The Shareholders of e*machinery.net, inc. named in this Prospectus
are offering and selling up to 2,430,000 shares of Common Stock, $.001
par value, under this Prospectus. We anticipate that the selling
shareholders will offer shares of Common Stock for private or public
sale on the NASD OTC Electronic Bulletin Board at the prevailing market
prices on the date of sale or at privately negotiated prices. The
Company will not receive any part of the proceeds from such sales, but
will pay all expenses of this Offering which are estimated to be
$25,000.
________________________
Our common stock is traded on the NASD OTC Electronic Bulletin
Board under the symbol "EMAC". On August 4, 2000 the closing price of
our Common Stock was $1.75 per share as reported by the NASD OTC
Electronic Bulletin Board Automated Quotation System.
_________________________
Any investment in the Common Stock offered under this Prospectus
involves a high degree of risk. See "Risk Factors" commencing on Page
3.
Neither the Securities and Exchange Commission nor any state
regulatory authority has approved or disapproved of these securities or
determined that this Prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is August , 2000.
You should rely only on the information contained in this
Prospectus. We have not authorized anyone to provide you with
information different from that contained in this Prospectus. The
selling shareholders are offering to sell, and seeking offers to buy,
shares of e*machinery.net, inc. common stock only in jurisdictions where
offers and sales are permitted. The information contained in this
Prospectus is accurate only as of the date of this Prospectus,
regardless of the time of delivery of this Prospectus or of any sale of
the shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements other
information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at 450 Fifth Street N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The SEC maintains an
Internet site that contains reports, proxy and information statements
and other information regarding issuers that file electronically with
the SEC. Our SEC filings are available to the public from the SEC's web
site at "http://www.sec.gov." In addition, we maintain a web site on
the Internet at "http://www.e*machinery.net."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered to be part of this Prospectus, and information
that we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
selling shareholders sell all of the shares under this Prospectus:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999 which was filed on April 14, 2000.
2. Form 10-QSB for the fiscal quarter ended March 31, 2000 which was
filed on May 15, 2000.
3. Form 10-QSB for the fiscal quarter ended June 30, 2000 which was
filed on August 14, 2000.
3. Form 8-K/A filed on May 26, 2000.
4. Form 8-K filed on March 29, 2000.
5. Form 8-K/A filed on March 7, 2000.
6. Form 8-K filed on February 17, 2000.
7. Definitive Proxy Statement filed on March 17, 2000.
8. Form 8-K filed on August 8, 2000.
You may request a copy of this filing, at no cost, by writing or
telephoning our Secretary and Chief Financial Officer at the following
address:
Kevin McAndrew, Chief Financial Officer
e*machinery.net, inc.
1400 Medford Plaza
Route 70 & Hartford Road
Medford, New Jersey 08055
(609) 953-7985
This Prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations
provided in this Prospectus. We have not authorized anyone else to
provide you with different information.
The selling shareholders may not make an offer of these securities in
any state where the offer is not permitted. You should not assume that
the information in this Prospectus is accurate as of any date other than
the date on the front of the document.
The Company's administrative office is located at 1400 Medford Plaza,
Route 70 & Hartford Road, Medford, New Jersey, 08055, (609) 953-7985.
FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact included in this
Prospectus regarding the Company's financial position, business strategy
and plans and objectives of management of the Company for future
operations, are forward-looking statements. When used in this
Prospectus, words such as "anticipate", "believe", "estimate", "expect",
"intend" and similar expressions, as they relate to the Company or its
management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the Company's management, as well
as assumptions made by and information currently available to the
Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain
factors such as those disclosed under "Risk Factors," including but not
limited to, competitive factors and pricing pressures, changes in legal
and regulatory requirements, technological change or difficulties,
product development risks, commercialization and trade difficulties and
general economic conditions. Such statements reflect the current views
of the Company with respect to future events and are subject to these
and other risks, uncertainties and assumptions relating to the
operations, results of operations, growth strategy and liquidity of the
Company. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on behalf are expressly
qualified in their entirety by this paragraph.
<PAGE>
RISK FACTORS
You should carefully consider the risks described below before
making an investment decision. Please also note that there may be other
risks and uncertainties not presently known to us or that we currently
deem immaterial. If any of the following or such other risks actually
occur, our business, financial condition or results of operations could
be materially and adversely affected.
Purchase of the securities offered hereby involves a high degree of
risk and must be considered a speculative investment. An investment in
the securities is suitable only for persons of adequate means, who have
no need for liquidity in their investment, who can afford the loss of
their entire investment and who are "Institutional Investors " or who
meet the accredited investor requirements of Regulation D promulgated
under the Securities Act or a limited number of non-accredited
investors. Prospective investors should, prior to any purchase of the
Shares, carefully consider the following risk factors, as well as the
other information contained in this Memorandum, attached hereto as
Exhibits and incorporated by reference herein.
1. Our limited operating history makes evaluating our business
difficult.
Our operating subsidiary was incorporated in November 1999.
Accordingly, we have a limited operating history upon which to evaluate
our operations and future prospects. In addition, our revenue model is
evolving and relies substantially upon the growth of e-commerce spending
on the Internet and our ability to become a full-service Internet
company. As an early stage company in a new and rapidly evolving
market, we face risks and uncertainties relating to our ability to
successfully implement our business plan, which are described in more
detail below. We may not successfully address these risks.
2. We have not been profitable and may not become profitable, in which
event our business would be adversely affected.
To date, we have not been profitable. We may never be profitable,
or, if we become profitable, we may be unable to sustain profitability.
We expect to continue to incur losses for the foreseeable future because
we expect to continue to spend significant resources to expand our
business.
3. If the demand for worldwide purchase and support services for the
construction and mining industry decreases, our business will be harmed.
Our success depends in part on the increased acceptance of online
business to business e-commerce, for such services has only recently
begun to develop and is evolving rapidly. The market for our services
may not grow and any growth may not be sustained.
4. Our success depends on our ability to attract visitors to
e*machinery.net website.
In addition to our business activities in our U.S. Machinery Corp.
subsidiary, our future success depends upon our ability to continue to
attract and retain visitors, members, advertisers, licensees and other
service related suppliers such as banks and insurance companies. If we
are unable to attract these visitors, the effectiveness of our business,
results of operations and financial condition would be materially
adversely affected.
5. We may face significant competition.
The market for Internet services is intensely competitive. We
expect competition in our market to continue to intensify as a result of
increasing market size, greater visibility of the market opportunity for
Internet services and minimal barriers to entry. Industry consolidation
may also increase competition. We compete with many types of companies,
including both online and offline companies, search engine and other
Internet portal companies, a variety of Internet-based advertising
networks and other companies that facilitate the marketing of products
and services on the Internet. Many of our existing competitors, as well
as a number of potential new competitors, have longer operating
histories, greater name recognition, larger client bases and
significantly greater financial, technical and marketing resources than
we do. This may allow them to compete more effectively and be more
responsive to industry and technological change than us. We may not be
able to compete successfully and competitive pressures may reduce our
revenues and result in increased losses or reduced profits.
6. Our business may suffer if we are unable to retain key personnel.
Our future success is substantially dependent upon the continued
service of our founders, Arthur A. O'Shea, III, Chief Executive officer,
and Stuart R. Matthews, Vice President, and other executive officers.
The loss of the services of any of our executive officers could have a
material adverse affect on our business. We do not currently have "key
person" life insurance policies on any of our employees. We have
employment agreements only with the founders. Competition for senior
management is intense, and we may not be successful in attracting and
retaining key personnel.
7. The inability to protect our intellectual property rights, and any
infringement on the intellectual property rights of others, could
adversely affect our business.
Third parties may infringe or misappropriate our patents,
trademarks or other intellectual property rights, which could have a
material adverse effect on our business, results of operations or
financial condition. The actions we take to protect our trademarks and
other proprietary rights may not be adequate. In addition, the
validity, enforceability and scope of protection of proprietary rights
in Internet-related industries is uncertain and still evolving.
Third parties may assert infringement claims against us. Any
claims and any resulting litigation, should they occur, could subject us
to significant liability for damages. In addition, even if we prevail,
litigation could be time-consuming and expensive to defend, and could
result in the diversion of our time and attention. Any claims from
third parties may also result in limitations on our ability to use the
intellectual property subject to these claims unless we are able to
enter into contractual arrangements with the third parties making these
claims, which arrangements may not be available on commercially
reasonable terms.
8. Privacy and security concerns may cause customers not to
participate in our portal/website which would have a material
adverse effect on our business.
An important feature of the services we provide our clients is our
ability to develop and maintain a data base and other information about
customers participating in our portal.
Privacy and other security concerns may cause customers to resist
providing us with business and personal data, which would reduce the
value of our services. Moreover, privacy and security concerns may
inhibit customer acceptance of the Internet as a means of commerce. If
privacy and other security concerns of customers are not adequately
addressed, our business would be materially adversely affected.
9. Our growth will depend on the growth of Internet usage.
We depend on continued growth in the use of the Internet by
businesses and customers. If electronic commerce does not grow or grows
more slowly than expected, the use of the Internet by businesses may
decline or grow more slowly than anticipated. Even if Internet usage
grows, the Internet infrastructure may not be able to support the
demands placed on it and its performance or reliability may decline.
<PAGE>
10. We may be unable to respond to technological change effectively.
Our industry is characterized by rapid technological change,
frequent new service introductions, changing consumer demands and
evolving industry standards and practices. Our inability to anticipate
and effectively respond to these changes on a timely basis would
materially adversely affect our business, results of operations and
financial condition. Our future success will depend, in part on our
ability to cost-effectively adapt to rapidly changing technologies, to
enhance existing services and to develop and introduce a variety of new
services to address changing demands of customers and our clients on a
timely basis.
11. The failure of our computer or communications systems may adversely
affect our business.
Our business depends on the efficient and uninterrupted operation
of our computer and communications systems. Any system failure,
including network, software or hardware failure, that causes an
interruption in our service or decreases the responsiveness of our
portal or website could materially adversely affect our business.
12. Laws and regulations pertaining to the Internet may adversely
affect our business
There are an increasing number of laws and regulations pertaining
to the Internet. These laws and/or regulations may relate to liability
for information retrieved from or transmitted over the Internet, online
content regulation, user privacy, taxation and the quality of products
and services. Moreover, the applicability to the Internet of existing
laws governing intellectual property ownership and infringement,
copyright, trademark, trade secret, obscenity, libel, employment,
personal privacy and other issues is uncertain and developing. Any new
law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could decrease the demand for our
services, increase our cost of doing business or otherwise have a
material adverse effect on our business, results of operations and
financial condition.
13. Voting Control by Management; Potential Anti-Takeover Effect
Management beneficially owns over 50% of the outstanding shares.
Accordingly, they may, by themselves, have sufficient shares to be able
to approve major corporate transactions including amending the
Certificate of Incorporation of the Company, the sale of substantially
all of the Company's assets, the election of all of the directors of the
Company and to control the Company's change in control of the Company
and may adversely affect at the rights of the shareholders of the
Company. In addition, the Company is subject to a State of Texas
statute regulating business combinations which may also hinder or delay
a change or control.
14. Purchasing Cores May Be Limited.
The availability of quality cores to be purchased and then
refurbished may be limited, and the cost of doing so may not be
sufficient to make a profit.
THE COMPANY
We believe that throughout the world, businesses are seeking industry
focused or specific websites/portals. Customized portals will soon be
a consumer expectation of business to business Internet users. In
brief: Access to the Internet and the company Intranet will come
through web sites, networks, and customized software designed to serve
up information relevant to the company and to the industry of which it
is a part.
It is our intention therefore to design, host, manage , maintain, and
constantly update a vertically integrated portal that will not only
provide interplay between the major manufacturers, distributors, and
providers of supportive goods and services to the heavy equipment
industry, but will also provide our members, licensees, and business
partners access to their own company wide intranets, and other
destinations on the web.
We do not know of any company or web page on the Internet that offers
the scope of what we can create, namely that focuses on a specific, and
entire industry. E*machinery can be the pivot and entry point for
immediate, coordinated transactions of virtually any kind on a daily
basis anywhere in the world for every aspect of the heavy equipment
industry.
e*machinery is the fruit of many years of creative energy by founders
Arthur A. O'Shea III and Stuart R. Matthews. e*machinery is a system
whose components were specifically crafted to benefit both buyers and
sellers of heavy machinery, as well as the banks, leasing companies,
insurance companies and other industries associated with heavy machinery
worldwide.
Arthur A. O'Shea III has built strong working relationships with
equipment buyers and financial institutions to assist his family of
customers in acquiring the necessary machinery to complete their
projects. Working the International markets both as an independent
businessman and later as Vice President-Chief Operating Officer and
Director of International Sales for Hoss Equipment Company, has given
Mr. O'Shea a broad knowledge of the heavy equipment market. Mr. O'Shea
is experienced in both sales and management with one of the United
States' most profitable Caterpillar dealerships as well as many years in
the construction and mining machinery business, developing the
rebuilding and marketing of major brands of construction and mining
machinery such as Komatsu, Hitachi and VME.
Mr. O'Shea's bilingual talents will give e*machinery a head start in the
vast Latin American marketplace based on his strong personal and
business relationships with contractors and mining companies, suppliers,
end users and government agencies.
Making customer satisfaction the primary focus helped to develop the
e*machinery formula which stands to change the way construction and
mining machinery is bought and sold in the future. This formula
consists of bridging the customer to a multifaceted web based portal
specializing in business to business e-commerce in the construction and
mining industry, and then offering both buyers and sellers access to
pivotal support services.
Companies that sell construction and mining machinery will benefit from
the following services:
* Photos and basic descriptions placed in the Internet for viewing by
our buying members 24hours a day / 365 days a year.
An informative web page for their company
E-mail links to specified personnel within their company
e*machinery's advertising ultimately increases traffic to the site
which increases a seller's potential exposure.
Sellers receive the e*machinery Hit List which gives them the
contact information of potential buyers looking for specific
machines. This service sends information via e-mail on a daily
basis in order to assist the seller with a warm lead.
Buyers of construction and mining machinery will benefit from the
following services:
Access to news and information from the e*machinery web site 24
hours a day / 365 days a year to include all major manufactures and
dealers worldwide.
Access to updated machinery listings, including photos
Buyers can receive listings of specific available machines via e-
mail or fax on a daily basis.
Domestic and foreign financial services.
Immediate reaction time and trained professionals.
Hard copy advertisers provide exposure to limited number of
subscribers, and information is usually a minimum of 3 weeks old
before it reaches the prospective buyer.
e*machinery will be updated daily and reach around the globe, 24 hours
a day / 365 days a year.
e*machinery will be designed to show all inventory available, updated
on a daily basis. Unlimited specifications and photographs will be
available at the click of a mouse. Buyers historically must spend
hours digging through pages of ads unrelated to their search.
e*machinery will focus the buyers' search to the machines they want to
see.
Sharp declines in market trends can happen overnight and hard copy
advertisers will usually have to wait a minimum of 3 weeks to react to
these sharp declines. Which may lead to money lost.
e*machinery will alert its members immediately to market trends.
Today, companies are pouring millions of dollars into web based
advertising and promotion. e*machinery will provide a full-stop
shopping portal for the construction and mining machinery industry.
e*machinery.net, our web site, will foster business to business e-
commerce for construction and mining machinery.
e*machinery.net, our portal's web site address, will bridge the gap
that has separated construction and mining machinery buyers and
sellers for years. By harnessing the power of the World Wide Web,
e*machinery will provide its members with the finest customer service
and value. Increasing profits through decreased advertising costs for
sellers and decreasing acquisition costs through time savings for
buyers, e*machinery is the model of the future for construction and
mining machinery. It will be the entry point on the web for all those
interested in any aspect of the heavy machinery industry.
e*machinery's Relationship with Canterbury Information Technology,
Inc.
In order to design, develop, host, maintain and evolve its Internet
based portal, e*machinery has been working with Canterbury Information
Technology, Inc., a Nasdaq National Market company (CITI) since July of
1999.
The Canterbury Companies have historically provided a variety of
computer and management training programs and technology consulting
services which are marketed to Fortune 1000 companies.
CALC/Canterbury Corp. offers computer software training and is a
Microsoft Solutions Provider and Certified Technical Education Center.
CALC/Canterbury Corp. also offers training for Lotus, Apple, SBT and
Corel. USC/Canterbury Corp. is a premier value added reseller of
hardware and software and also provides training and network design.
MSI/Canterbury Corp. offers sales and management training and
consulting to corporations nationwide. ATM/Canterbury Corp., is a
software consulting and development company that created MasterTrak, a
records management software tracking program; and EasyImage, which
allows a document to be automatically scanned, indexed and linked
through a network to desktop PCS.
The Internet addresses for the Canterbury Companies are:
1. Corporate - www.canterburyciti.com.
2. CALC/Canterbury Corp. - www.calc.com
3. USC/Canterbury Corp. www.gettrained.com
4. ATM/Canterbury Corp. - www.atmcan.com
5. MSI/Canterbury Corp. - www.msitrain.com
6. Calc Web University - www.learn.calc.com
CALC/Canterbury Corp. is a Microsoft Technical Education Center as
well as a Microsoft Authorized Testing Center, as well as an
Authorized Education Center for Lotus and others. CALC is also a
corporate computer consulting company. CALC Web University, a
division of CALC, is now offering its first course online on its own
web site for distribution worldwide.
ATM/Canterbury Corp. through its MasterTrak and EasyImage
applications can scan and access over PC's anywhere in the world
file room documents or physical inventory ranging from parts to
huge machines.
Both of these Canterbury Information Technology, Inc. subsidiaries
have been working since July with e*machinery and will continue to
do so in order to provide state of the art Internet based products
and services both for e*machinery's portal, and for any members,
licensees or customers of e*machinery.
Because of its strong belief in the e*machinery concept and its
trust in the management of e*machinery Canterbury has agreed:
* to permit its President and Executive Vice President to sit
on e*machinery's Board of Directors
* to accept payment for a substantial part of its technology
services in e*machinery's common stock if and when
e*machinery is a public company
* to permit its President and Executive Vice President to work
with e*machinery in the areas of finance, accounting and
corporate administration.
* to permit both Canterbury's President and Executive Vice
President to be significant stockholders in e*machinery.
Competition
Although the Company believes that no existing Internet portal is
currently offering the depth of products and services for any
specific industry that e*machinery, inc. expects to offer for the
heavy machinery industry, there is potential competition both on and
off the Internet at this time.
Potential Competitors would include:
Verticalnet
Netgateway
Yahoo
Ariba
American Online
Stores
Iron Planet
Machinery Trader
Point2
Global Sourcing Network
GUIA
Centrack
imark.com
My Little Salesman
Equipment Central
Tradeyard
<PAGE>
U.S. Machinery Corp.
U.S. Machinery Corp. (USMC) is a wholly owned subsidiary of
e*machinery, inc. that is focused on the rebuilding and marketing of
construction and mining machinery. Utilizing relationships with
Caterpillar dealers, USMC can offer like new machinery with a
warranty at a fraction of the cost of new. This is a tremendous
advantage for contractors and mining companies. They can upgrade
their fleets at a lower cost without the risk of buying used
machines without a warranty. The following pages give more
information regarding rebuilding, refurbishing and U.S. manufactured
construction and mining machinery.
Custom Rebuilt Machinery
U.S. Machinery Corp. has chosen to contract with Darr Equipment
Company to rebuild the cores or preowned machines purchased by USMC
and then USMC would then sell the rebuilt machines at target average
sales prices ranging from $500,000 to $700,000 per machine. USMC
also intends to purchase and sell machines that do not have to be
rebuilt, but merely refurbished. USMC has successfully acquired and
sold its first Caterpillar D10R crawler tractor. In addition, USMC
has acquired at least four other Caterpillar machines which are
presently being rebuilt and refurbished by Darr Equipment Company.
Darr Equipment Company is one of the largest Caterpillar dealers
and rebuilders in the world. Darr Equipment Company was founded in
1954 and now employs over 1,200 employees in seventeen locations.
Strength of U.S. Machinery Corp.
U.S. Machinery Corporation's Custom Rebuild Program is the answer to
having quality machinery with a warranty. Often these machines can
be purchased for half the cost of new. We use only genuine
Caterpillar parts on our custom rebuild program machines. Once
rebuilt, the machines are processed through a state-of-the-art blast
and paint facility which provides factory quality painting.
Warranty Options Available
1 year/2000 hour powertrain
2 year/10,000 hour powertrain
Customer Rebuilt/Certified Rebuild
1.The type of machinery we offer in this program will include:
Wheel loaders, dozers, excavators, wheel dozers, scrapers,
motorgraders and end dump trucks.
2. The specific models of machinery primarily offered are:
Wheel loaders
992C & D
988F
980F
966F
Dozers Track Type Tractors
D11N
D10N
D9N
D8N
Pipelayers
594
583
572
Excavators
245B/375L
235D/350L
Wheel Dozers
992/690
B34B
824B
Scapers/Motor Scrapers
657E/651E
637E/631E/633E
F. Motor Graders
16G
14G
140G
G. End Dump Trucks
50 785B
60 777B&C
70 773B
80 769C
Core Criteria (usual case)
A Not over 25,000 total frame hours
B No pitting or corrosion
C Not over 7 years old (Custom Rebuild)
D Not over 10 years old (Certified Rebuild)
E Preferably U.S. serial numbered units
F Within Core pricing sheet
G No major plating or breaks in frames (chassis or frame)
How will e*machinery.net's "Intranationalnet" work?
All machinery that we listed within the "vortal" will be assigned
a stock number through the inventory training system, designed by
MasterTrak. This information will be connected to a common
database that will be controlled by the technical staff at
CALC/Canterbury, a wholly owned subsidiary of Canterbury
Information Technology, Inc., a Nasdaq National Market public
company in Medford, NJ. CALC/Canterbury's President Glen Hukins
will direct all "Vortal" development and work closely with
ATM/Canterbury President Alan McGaffin in developing the
MasterTrak software to be tailored to e*machinery.net's "Vortal"
database that will drive the Intranationalnet on the World Wide
Web.
Licensing Agreements:
e*machinery, inc. has commenced qualifying Construction &
Mining Machinery sales companies around the world so that
licensing agreements can eventually be put into place. One of the
most important goals is to have a world wide sales force that
shares each others inventories to immediately satisfy a customer's
needs. This multifaceted sales force must qualify through
criteria determined by the management of e*machinery, inc. as
follows:
- Be well known in their area of the Industry with excellent
customer relations and reputation.
- Have a substantial inventory of quality Construction and
- Mining Machinery dedicated to their niche of the Industry.
- Ability to supply parts & service and product support to
their customer base and/or have relationships to subcontract.
- Provide Guarantees/Warranties specifically tailored to their
customers' needs.
- Sign a quality assurance contract with e*machinery.net to
insure our customers that they can purchase Construction &
- Mining Machinery with confidence.
- Ability to help qualified customers obtain financing or lease
options in their designated areas or territories.
- Ability to secure Sea, Air or Land transportation that makes
sense for their area of territory with respect to the
customer's purchases.
- Ability to perform or contract a qualified technical analysis
of Construction & Mining Machinery and stand behind their
reports.
- Ability to perform or contract a qualified appraisal of one
or a whole fleet of Construction & Mining Machinery in their
niche of the market.
- Ability to perform or contract qualified residual values
based on market value and condition reports of Construction &
- Mining Machinery, in their niche of the market.
- Be able to provide text and speak to their area or
territories.
- Help implement the education of our customers with industry
related cases given by e*machinery.net over the Internet,
through CALC/Canterbury.
By the end of 2001, it is the Company's goal to have
e*machinery.net working on most Continents to include 36 countries
and in 16 languages.
Major Manufacturer:
The "Vortal" will be designed to work with Major Manufacturers
throughout the world. One of the main objectives for
e*machinery.net is to expose the assets & services of these Major
Manufacturer's and their Dealer/Distribution Sources. We must
vertically integrate their existing web sites, interactively and
three dimensionally so that they will gain greater exposure to
prospective buyers by being one of the elite clients of the
industry focused "Vortal" e*machinery.net.
Independent Dealers/leasing and rental agencies.
The major manufacturers of Construction & Mining Machinery have a
stranglehold in the market for new sales but there exists a huge
multi-billion dollar worldwide market for rebuilt and used
Construction & Mining Machinery. Rental companies, used equipment
dealers, leasing agencies should be very interested in joining our
vortal.
These companies should benefit greatly by being part of the
clientele of e*machinery.net. The international exposure should
take these companies to new revenue heights. Also having their
inventory on our Intranationalnet will be adding a multifaceted,
multilingual sales force to their current sales force. Membership
has its privileges and its costs. A small commission is proposed
to be deducted from each sale that is executed through the
e*machinery.net family. A percentage will stay with
e*machinery.net and the rest will go to the licensed sales
organization. Through MasterTrak we will know who does what and
when, Through MasterTrak, a wholly owned subsidiary of Canterbury
Information Technology, Inc., the tracking of that information is
virtually limitless and the access of that database should be
effortless.
The e*machinery.net site map will provide quick access to
important sites within our industry. The Site Map will include
manufacturers, financial institutions, transportation companies
and government agencies that are an integral part of the global
machinery market. Up to the minute construction and mining news
should be available 24 hours a day by clicking the link at the top
of the page. This will provide members insight into the industry
at the click of a mouse.
The full version of e*machinery.net will bring up to the minute
auction results, bid letting and other information to draw
visitors to the site again and again.
Large photos and descriptions will highlight the machinery
information that we make available to our visitors. It is enough
information to get them to call and request more, giving a sales
staff an opportunity to talk to a warm lead every time.
The e*machinery.net navigational bar stays at the top of the
screen during the entire visit at the site. This makes it easy to
jump from one section to another without numerous steps.
EMPLOYEES
As of December 31, 1999, the Company had 1 employee and 6
consultants. The Company believes that the relationship with its
employee and consultants is satisfactory.
PROPERTIES
The Company leases its sales/corporate office consisting of
5,000 square feet located at 222 West Las Colinas Boulevard,
Irving, Texas for approximately $10,000 per month.
The Company leases an additional 1,000 square feet at 1400
Medford Plaza, Medford, New Jersey for aggregate annual rental
payments of approximately $10,000. This facility is used for
investor relations and finance.
USE OF PROCEEDS
All net proceeds from the sale of Common Stock under this
Prospectus will go to the shareholders who offer and sell their
shares. Accordingly, the Company will not receive any proceeds
from such sales.
SELLING SHAREHOLDERS
2,430,000 of the shares covered by this Prospectus were
acquired from the Company under a Private Placement in April of
2000 for an aggregate purchase price of $972,000 at $.40 per
share. The offer and sale by the Company of this common stock to
the selling shareholders were made under an exemption from the
registration requirements of the Security Act provided in Section
4(2).
The Company agreed to register the Common Stock that was
issued to the selling shareholders. Our registration of the Common
Stock does not necessarily mean that the selling shareholders will
sell all or any of their shares. None of the selling shareholders
has had a material relationship with the Company within the past
three years except as a result of the ownership of the shares or
other securities of the Company.
The following table shows:
(i) the name of the selling shareholders;
(ii) the number of shares of Common Stock
beneficially owned by the selling shareholders;
(iii) the aggregate number of shares of Common Stock
to be sold by each shareholder from time to time under this
Prospectus; and
(iv) the number of shares beneficially owned after
the sale of all of the shares offered under this Prospectus.
This information is based upon information provided by the
selling shareholders. The shares are being registered to permit
public secondary trading of the shares, and the selling
shareholders may offer the shares for resale from time to time.
Name of Shares Shares to be Shares Beneficially
Selling Beneficially Sold in the Owned After the
Shareholder Owned Prior to Offering Offering
Offering
_________________________________________________________________________
Almond Resources 450,000 450,000 0
Fidra Holdings 450,000 450,000 0
Vivie Matteos 180,000 180,000 0
Chivas Holdings 450,000 450,000 0
FMS Distributors 450,000 450,000 0
Raffles Toho 450,000 450,000 0
As of the date of this Prospectus, we have issued 13,695,652
shares of our common stock and no shares of our preferred stock.
PLAN OF DISTRIBUTION
The selling shareholders may offer their shares of Common
Stock at various times in one or more of the following
transactions:
- ordinary brokers transactions, which may include long or
short sales;
- transactions involving cross or block trades on the NASD
OTC Bulletin Board;
- purchases by brokers, dealers or underwriters as
principal and resale by such purchasers for their own account
pursuant to this Prospectus;
- through market makers or in ways not involving market
makers or established trading markets;
- through transactions in options, swaps or other
derivatives;
- through hedging or option transactions or with
broker-dealers; or
- in a combination of any of the above transactions.
The selling shareholders may sell their shares at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their
shares. If this happens, broker-dealers may receive discounts or
commissions from the selling shareholders, or they may receive
commissions from purchasers of shares for whom they acted as
agents. Usual and customary brokerage fees may be paid by the
selling shareholders. The Company does not have knowledge of any
existing arrangements between any selling shareholder and any
other shareholder, broker, dealer, underwriter or agent relating
to the sale or distribution of the shares of Common Stock. The
selling shareholders do not have to sell any or all of their
shares.
LEGAL MATTERS
Our legal counsel, Levy & Levy, P.A., has rendered an
opinion to the effect that the Common Stock offered for resale
pursuant to this Prospectus is duly and validly issued, fully paid
and non-assessable. William N. Levy, Esq., a partner in this
firm, is a non-affiliate stockholder of e*machinery.net, inc. and
a non-affiliate stockholder and option holder of Canterbury
Information Technology, Inc.
EXPERTS
The consolidated financial statements of e*machinery.net,
inc. incorporated by reference in e*machinery.net, inc.'s Annual
Report (Form 10-KSB) for the year ended December 31, 1999, have
been audited by Baratz & Associates, P.A., independent auditors,
as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.
DESCRIPTION OF SECURITIES
Common Stock
Holders of shares of Common Stock of the Company are entitled to
cast one vote for each share held at all shareholders meetings for
all purposes, including the election of directors, and to share
equally on a per share basis in such dividends as may be declared
by the Board of Directors out of funds legally available therefor.
Upon liquidation or dissolution, each outstanding share of Common
Stock will be entitled to share equally in the assets of the
Company legally available for distribution to shareholders after
the payment of all debts and other liabilities. Shares of Common
Stock are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional
shares in the event of a subsequent offering. All outstanding
shares of Common Stock are, and the shares offered hereby will be
when issued, fully paid and non-assessable.
Non-Cumulative Voting
The Common Stock does not have cumulative voting rights which
means that the holders of more than fifty percent of the Common
Stock voting for election of directors can elect one hundred
percent of the directors of the Company if they choose to do so.
<PAGE>
Dividends
There are no limitations or restrictions upon the right of the
Board of Directors to declare dividends out of any funds legally
available therefor. It is not anticipated that any dividends will
be paid in the foreseeable future. The Board of Directors may
follow a policy of retaining earnings to finance the future growth
of the Company. Accordingly, future dividends, if any, will
depend upon, among other considerations, the Company's need for
working capital and its financial condition at the time.
Reports to Shareholders
We will issue annual reports to our shareholders examined by
independent auditors as soon as practicable at the end of each
fiscal year. The Company will also issue quarterly reports to our
shareholders.
Transfer Company and Registrar
The Transfer Agent and Registrar for the Common Stock of the
Company is American Registrar & Transfer Co., 343 East 900 South,
Salt Lake City, Utah 84111.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers, and controlling persons of the Company pursuant to the
foregoing provisions or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
directors, officers or controlling persons in connection with the
securities being registered, the Company 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.
==================================== =====================================
==================================== =====================================
No one (including any salesman
or broker) is authorized to
provide oral or written
information about this
offering that is not included
in this Prospectus.
2,430,000 Shares
of Common Stock
($.001 Par Value)
TABLE OF CONTENTS
Page
Where You Can Find More
Information . . . . . . . . . . . .2
Risk Factors . . . . . . . . . . . .4
The Company . . . . . . . . . . . .6
Use of Proceeds. . . . . . . . . . .9
Selling Shareholders . . . . . . . .9
Plan of Distribution . . . . . . . 11
Legal Matters. . . . . . . . . . . 11
Description of Securities. . . . . 12
Experts. . . . . . . . . . . . . . 12
Indemnification. . . . . . . . . . 12
e*machinery.net, inc.
Until October , 2000 all
dealers effecting transactions
in these registered
securities, whether or not
participating in this
distribution, may be required
to deliver a Prospectus. This
is in addition to the
obligation of dealers to
deliver a Prospectus when
acting as Underwriters.
===================
P R O S P E C T U S
===================
August , 2000
=================================== =====================================
=================================== =====================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by
the Company in connection with the offering described in this
Registration Statement:
Securities and Exchange Commission Registration Fee $ 1,123
Legal Fees and Expenses $ 15,000*
Accounting Fees and Expenses $ 1,000*
Miscellaneous $ 7,877
--------
Total Expenses $ 25,000
========
____________________
* Estimated.
The Company is to pay all reasonable legal and accounting fees
and filing and registration fees applicable to this Registration
Statement. The selling shareholder is to pay all commissions,
transfer taxes and those fees and expenses of counsel as retained by
the selling shareholder.
Item 15. Indemnification of Directors and Officers.
The Company is a Delaware corporation.
Article XV of the Company's By-Laws contains the following
provisions with respect to indemnification of Directors and Officers:
"The corporation shall indemnify each of its directors and
officers who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative to investigative (other than
an action by or in the right of the corporation) by reason of the fact
that he is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings,
had no reasonable cause to believe his conduct was unlawful. Except
as provided herein below, any such indemnification shall be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standard
of conduct set forth above. Such determination shall be made : (a)
by the Board of Directors by a majority vote of a quorum of directors
who were or are not parties to such action, or proceedings, or (b) by
the shareholders."
Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit, or proceedings may be paid by the
corporation in advance of the final disposition of such action or
proceedings, if authorized by the Board of Directors and upon receipt
of an undertaking by or on behalf of the director or officer to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation.
To the extent that a director or officer has been successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to above, or in defense of any claim issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith,
without any further determination that he has met the applicable
standard of conduct set forth above.
Additionally, the Delaware Statutes contain provisions
entitling directors, officers and employees of the Company to
indemnification for their expenses (including reasonable costs,
disbursement and counsel fees) and liabilities (including amounts paid
or received in satisfaction of settlements, judgments, fines and
penalties), as the result of an action or proceeding in which they may
be involved by reason of being or have been a director, officer or
employee of a corporation provided said officer, directors or
employees acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the charter provision,
by-law, contract, arrangements, statute or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
Item 16. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant *
3 .2 Bylaws of the Registrant **
5 Opinion of Levy & Levy, P.A.
10.6 Subscription Agreement dated March 24, 2000 between Almond
Resources and the Registrant for Private Placement
10.7 Subscription Agreement dated March 24, 2000 between Fidra
Holdings and the Registrant for Private Placement
10.8 Subscription Agreement dated March 24, 2000 between Vivie Matteos
and the Registrant for Private Placement
10.9 Subscription Agreement dated March 24, 2000 between Chivas
Holdings and the Registrant for Private Placement
10.10 Subscription Agreement dated March 24, 2000 between FMS
Distributors and the Registrant for Private Placement
10.11 Subscription Agreement dated March 24, 2000 between
Raffles Toho and the Registrant for Private Placement
23.1 Consent of Levy & Levy, P.A. (included in the opinion under
Exhibit 5)
23.2 Consent of Baratz & Associates, P.A.
* Incorporated by reference from Exhibit 3(e) in the Annual Report
and Definitive Proxy Materials for the 1999 Annual Shareholders
Meeting for fiscal year ended December 31, 1999 filed with the SEC on
March 17, 2000.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, to the extent that the information
required to be included in the post-effective amendment is not
contained in periodic reports filed by the Company with or furnished
to the SEC pursuant to Section 13 or Section 15(d)of the Securities
Exchange Act of 1934 and incorporated by reference herein;
(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, to the extent that the
information required to be included in the post-effective amendment is
not contained in periodic reports filed by the Company with or
furnished to the SEC pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated by reference herein;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this
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 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 Securities Act and
will be governed by the final adjudication of such issue.
<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 Medford, State
of New Jersey on this 18th day of August, 2000.
E*MACHINERY.NET, INC.
Dated: August 18, 2000 By /s/ Arthur A. O'Shea, III
--------------------
Arthur A. O'Shea,
III, President,
Chief Executive
Officer and
Director
Dated: August 18, 2000 By /s/ Stuart R. Matthews
---------------------
Stuart R. Matthews, Director
Vice President and Treasurer
Dated: August 18, 2000 By /s/ Stanton M. Pikus
-----------------------
Stanton M. Pikus, Director
Dated: August 18, 2000 By /s/ Kevin J. McAndrew
-----------------------
Kevin J. McAndrew,
Chief Financial Officer,
Secretary, and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
By /s/Arthur A. O'Shea, III President, Chief Executive Dated: August 18, 2000
Arthur A. O'Shea, III Officer and Director
By /s/Stuart R. Matthews Director Vice President Dated: August 18, 2000
Stuart R. Matthews and Treasurer
By /s/Stanton M. Pikus Director Dated: August 18, 2000
Stanton M. Pikus
By /s/Kevin J. McAndrew Chief Financial Officer,
Kevin J. McAndrew Secretary, and Director Dated: August 18, 2000
