<PAGE> 1
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 33-31234
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3(1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JORDAN AMERICAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0142815
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
JORDAN AMERICAN HOLDINGS, INC.
1875 SKI TIME SQUARE DRIVE, SUITE ONE
STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
FREDERICK A. WHITTLESEY
1875 SKI TIME SQUARE DRIVE, SUITE ONE
STEAMBOAT SPRINGS, COLORADO 80487
(970) 879-1189
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
Copies of Communications to:
WILLIAM C. PHILLIPPI, P.A.
BROAD AND CASSEL
201 SOUTH BISCAYNE BOULEVARD, SUITE 3000
MIAMI, FLORIDA 33131
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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. [ ]
(1)Pursuant to Rule 429, this Registration Statement serves as
Post-Effective Amendment No. 4 to the Registrant's Registration Statement on
Form S-1, File No. 33-31234.
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<PAGE> 2
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed
Amount Proposed Maximum Maximum Amount of
Title of Each Class of Securities to be Registered to be Offering Price Per Aggregate Registration
Registered Security (1) Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock underlying Public Warrants (2) . . . . 1,112,910 $2.50 $2,782,275.00 (5)
Common Stock included in Units underlying
Underwriter's Warrants (3) . . . . . . . . . . . . 222,725 $2.58 $574,631.00 (5)
Common Stock underlying Unit Warrants underlying
the Underwriter's Warrants (4) . . . . . . . . . . 111,362 $3.00 $ 334,086.00 (5)
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Total Registration Fee . . . . . . . . . . . . . . (5)
==========================================================================================================================
</TABLE>
__________________
(1) The Proposed Maximum Offering Price Per Security is estimated solely for
purpose of calculating the registration fee pursuant to Rule 457(g) based
on the higher of the exercise price per share of the warrants or the price
of the common stock determined in accordance with Rule 457(c).
(2) Represents shares underlying warrants ("Public Warrants") sold to the
public in the Company's initial public offering ("IPO") in 1990. Two
Public Warrants entitled the holder to purchase one share of common stock
for $2.50.
(3) Represents shares of common stock underlying the warrants ("Underwriter's
Warrants") sold to the underwriter in the IPO. Each Underwriter's Warrant
entitles the holder to purchase a unit consisting of five shares of common
stock and five warrants (the "Unit Warrants") for $12.90.
(4) Represents shares of common stock issuable upon exercise of the Unit
Warrants included within each Underwriter's Warrant. Two Unit Warrants
entitle the holder to purchase one share of common stock for $3.00.
(5) Fee previously paid in connection with SEC File No. 33-31234.
Pursuant to Rule 429, this Registration Statement serves as Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form S-1, File
No. 33-31234.
<PAGE> 3
JORDAN AMERICAN HOLDINGS, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
REGISTRATION STATEMENT
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
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<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus
Outside Front Cover Page of Prospectus.
2. Inside Front and Outside Back Cover Page of Inside Front and Outside Back Pages of Prospectus
Prospectus.
3. Summary Information, Risk Factors and Ratio Prospectus Summary; Risk Factors
of Earnings to Fixed Charges.
4. Use of Proceeds. Use of Proceeds
5. Determination of Offering Price. Not Applicable
6. Dilution. Not Applicable
7. Selling Security Holders. Selling Shareholder
8. Plan of Distribution. Outside Front Cover Page of Prospectus; Selling
Shareholder; Plan of Distribution
9. Description of Securities to be Regis- Not Applicable
tered.
10. Interest of Named Experts and Counsel. Experts
11. Material Changes. Not Applicable
12. Incorporation of Certain Information by Incorporation of Certain Documents by Reference
Reference.
13. Disclosure of Commission Position on Description of Securities - Indemnification of
Indemnification for Securities Act Directors and Officers
Liabilities.
</TABLE>
<PAGE> 4
PROSPECTUS
1,446,997 SHARES
JORDAN AMERICAN HOLDINGS, INC.
COMMON STOCK
Jordan American Holdings, Inc. (the "Company") hereby offers a total
of 1,446,997 shares of its common stock, $.001 par value (the "Common Stock").
Of this amount, 1,112,910 shares are issuable upon the exercise of warrants
(the "Public Warrants") sold to investors in the Company's 1990 initial public
offering. Two Public Warrants originally entitled the holder to purchase one
share of Common Stock at an exercise price of $3.20 on or before June 5, 1995.
The Public Warrants were amended as of May 24, 1995, to reduce the exercise
price to $2.50 and to extend their expiration date for a period of five years
to June 5, 2000.
The other 334,087 shares of Common Stock that the Company is hereby
offering are issuable upon the exercise of 44,545 warrants (the "Underwriter's
Warrants") held by W. Neal Jordan, a principal shareholder and the President,
Chief Executive Officer and Chairman of the Board of the Company (the "Selling
Shareholder"). Each Underwriter's Warrant previously entitled the holder to
purchase a unit (the "Unit") consisting of five shares of common stock and five
warrants (the "Unit Warrants") for $16.50. Two Unit Warrants previously
entitled the holder to purchase one share of Common Stock for $3.84. The
Underwriter's Warrants originally were to expire on dates ranging from
September 27, 1995, to January 8, 1996. The Underwriter's Warrants and the
Unit Warrants were also amended as of May 24, 1995, (1) to reduce the exercise
price of the Underwriter's Warrants to $12.90 per Unit; (2) so that two Unit
Warrants entitle the holder to purchase one share of Common Stock for $3.00;
and (3) to extend their respective expiration dates for a period of five years
to dates ranging from September 27, 2000, to January 8, 2001. The shares
issuable upon exercise of the Underwriter's Warrants and the Unit Warrants are
being registered for resale upon exercise by the Selling Shareholder.
The Selling Shareholder and the holders of the Public Warrants, the
Underwriter's Warrants and the Unit Warrants may sell the shares of Common
Stock registered hereby from time to time in the public market. See "Plan of
Distribution". The Company will receive the proceeds from the exercise of the
Public Warrants, the Underwriter's Warrants and the Unit Warrants but not from
the sale by the Selling Shareholder of the shares of Common Stock registered
hereby. The Company is obligated to register (i) the shares of Common Stock
underlying the Public Warrants, pursuant to the terms of the Public Warrants
and (ii) the shares of Common Stock underlying the Underwriter's Warrants and
the Unit Warrants, and the resale thereof by the Selling Shareholder, pursuant
to the terms of the Underwriter's Warrants.
For all purposes hereunder, the shares of Common Stock underlying the
Public Warrants, the Underwriter's Warrants and the Unit Warrants may sometimes
be collectively referred to herein as the "Registered Securities".
<PAGE> 5
The Common Stock and the Public Warrants are quoted on the NASDAQ
SmallCap Market(R) under the symbols JAHI and JAHI-W. On April 30, 1996, the
respective averages of the bid and asked prices of the Common Stock and the
Public Warrants reported on the NASDAQ SmallCap Market(R) were $0.97 per share
and $0.19 per warrant.
-------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE CONSIDERED ONLY BY SUCH PERSONS CAPABLE OF BEARING THE ECONOMIC RISK OF SUCH
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
-------------------------
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.
-------------------------
<TABLE>
<CAPTION>
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Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Exercise of Public Warrants
Per Warrant . . . . . . . . . . . . . . $2.50 -0- $2.50
Total . . . . . . . . . . . . . . . . . $2,782,275 -0- $2,782,275
Exercise of Underwriter's Warrants
Per Warrant . . . . . . . . . . . . . . $12.90 -0- $12.90
Total . . . . . . . . . . . . . . . . . $574,631 -0- $574,631
Exercise of Unit Warrants
Per Warrant . . . . . . . . . . . . . . $3.00 -0- $3.00
Total . . . . . . . . . . . . . . . . . $334,086 -0- $334,086
TOTAL . . . . . . . . . . . . . $3,690,992 -0- $3,690,992
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) See "Plan of Distribution" for pricing and selling arrangements.
(2) The Company is not employing the services of an Underwriter in
connection with this Offering.
(3) Does not take into account expenses in connection with this Offering
estimated at $36,195, which include filing, printing, legal, accounting,
transfer agent and other miscellaneous fees, which the Company is
responsible for paying.
The date of this Prospectus is ____________, 1996
<PAGE> 6
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's regional offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of each such document may be obtained
at prescribed rates from the Public Reference Section of the Commission at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on
Form S-1 (collectively with any amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities being offered by this Prospectus. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the schedules and exhibits thereto. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement and to the exhibits filed as a part
hereof. The statements contained in this Prospectus as to the contents of any
contract or other document identified as exhibits in this Prospectus are not
necessarily complete and, in each instance, reference is made to a copy of such
contract or document filed as an exhibit to the Registration Statement, each
statement being qualified in any and all respects by such reference. The
Registration Statement, including exhibits, may be inspected without charge at
the principal reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may
be obtained upon payment of fees prescribed by the Commission from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
set forth above.
The Company's Common Stock and Public Warrants are respectively quoted
on the NASDAQ SmallCap Market(R) under the symbols "JAHI" and "JAHI-W." All
of the reports required to be filed by the Company with NASDAQ and other
information concerning the Company can be inspected at the offices of The
Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
2
<PAGE> 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1996;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed with the
Commission on March 19, 1992 (File No. 33-43325).
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 this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be modified or
superseded, for purposes of this Prospectus, to the extent that a statement
contained herein or in any subsequently filed document which 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.
----------------------
Copies of such documents (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference) are available,
without charge, to any person, including any beneficial owner, to whom this
Prospectus is delivered on written or oral request to Jordan American Holdings,
Inc., 1875 Ski Time Square Drive, Suite One, Steamboat Springs, Colorado,
80487, Attention: Frederick A. ("Rick") Whittlesey, telephone number (970)
879-1189.
3
<PAGE> 8
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and financial statements (including the notes thereto)
appearing elsewhere in or incorporated by reference into this Prospectus. Each
investor is urged to read this Prospectus in its entirety and to particularly
consider the information set forth under the heading "Risk Factors."
THE COMPANY
Jordan American Holdings, Inc. (the "Company") is an investment
advisory firm that conducts business under the name "Equity Assets Management"
and engages in business as a money manager of equity portfolios held by
individuals, corporations, foundations and individual retirement, corporate and
group pension and profit-sharing plans. Management Securities, Inc., a
wholly-owned subsidiary of the Company, is a registered broker-dealer and a
member of the National Association of Securities Dealers, Inc. The Company's
principal executive offices are located at 1875 Ski Time Square Drive, Suite
One, Steamboat Springs, Colorado 80487. Its telephone number is (970)
879-1189.
THE OFFERING
The Company is hereby offering a total of 1,446,997 shares of Common
Stock. Of this amount, 1,112,910 shares of Common Stock are issuable to the
holders of the Public Warrants. As amended, two Public Warrants entitle the
holder to purchase one share of Common Stock for $2.50. The Public Warrants,
as amended, expire on June 5, 2000. The other 334,087 shares of Common Stock
that the Company is hereby offering are issuable pursuant to the Underwriter's
Warrants and the Unit Warrants contained within the Underwriter's Warrants held
by W. Neal Jordan, a principal shareholder and the President, Chief Executive
Officer and Chairman of the Board of the Company (the "Selling Shareholder").
Each Underwriter's Warrant, as amended, entitles the holder to purchase a unit
consisting of five shares of Common Stock and five warrants (the "Unit
Warrants") for $12.90. Two Unit Warrants, as amended, entitle the Holder to
purchase one share of Common Stock for $3.00. The amended Underwriter's
Warrants and Unit Warrants expire on dates ranging from September 27, 2000, to
January 8, 2001.
The Selling Shareholder may sell the Shares registered hereby from
time to time in the public market at prevailing prices. The Company will
receive proceeds only from the exercise of the above-described warrants.
<TABLE>
<S> <C>
Common Stock Outstanding
Prior to this Offering (1) . . . . . . . . . . . . . 10,851,544 shares
Common Stock to be Outstanding
After this Offering (2) . . . . . . . . . . . . . . . 12,298,541 shares
Use of Proceeds . . . . . . . . . . . . . . . . . . . Any proceeds received by the Company on the exercise of the
warrants will be used for working capital and general
corporate purposes. See "Use of Proceeds."
</TABLE>
4
<PAGE> 9
<TABLE>
<S> <C>
Risk Factors . . . . . . . . . . . . . . . . . . . . Prospective purchasers should carefully consider risks
concerning the Company and its business discussed in this
Prospectus.
NASDAQ Symbol . . . . . . . . . . . . . . . . . . . . JAHI (Common Stock)
JAHI-W (Public Warrants)
</TABLE>
- ------------------
(1) Does not include 517,359 shares issuable upon the exercise of stock
options granted pursuant to the Company's 1991 Stock Option Plan as of
April 1, 1996, or 97,200 shares issuable upon the exercise of stock
options granted outside the 1991 Stock Option Plan as of April 1, 1996.
(2) Assumes the exercise of the Public Warrants, the Underwriter's Warrants
and the Unit Warrants.
5
<PAGE> 10
RISK FACTORS
An investment in the Company is speculative and involves a high degree
of risk. It is impossible to foresee and describe all of the risks; business,
economic and financial factors; and conflicts of interest that may affect the
Company. Prospective purchasers and their advisors, if any, should carefully
consider, among other things, the following risk factors before purchasing such
shares of Common Stock.
1. Dependence on Key Personnel. The success of the Company is
largely dependent upon W. Neal Jordan, who devotes his full time to the affairs
of the Company. Mr. Jordan became the Chairman of the Board, President and
Chief Executive Officer effective August 1, 1995, upon the resignation of his
predecessor. The Company may be materially and adversely affected if it were
to lose the services of Mr. Jordan, as it is possible that many current clients
would choose to take their managed accounts elsewhere. However, the Company
believes that, because of greater management depth and improved management
information systems, this may not necessarily occur, although there is no
assurance either way. In addition, the Company maintains insurance on Mr.
Jordan in the amount of $3,750,000 related to the Company's February 1993
preferred stock offering with the holder of the preferred stock named as the
beneficiary.
2. Risks Inherent in the Securities Industry. The securities
business in which the Company engages is subject to various risks and intense
government regulation. The Company, like all other companies involved in the
securities industry, will be directly affected by fluctuations in the
securities markets. Such fluctuations are influenced by national and
international economic and political conditions, trends in business and
finance, and other factors, many of which are beyond the control of the
Company.
3. Litigation. Many aspects of the financial services industry
involve substantial risks of liability, including exposure to substantial
liability under Federal and state securities laws in connection with the
distribution of securities and investment adviser activities. The Company
currently does not maintain errors and omissions insurance policies insuring it
against these risks. The Company recently defended an arbitration proceeding
instituted by the personal representatives of a deceased client and is awaiting
the decision of the arbitration panel as of the date of this Prospectus. For a
description of the matter, please see Item 3 entitled "Legal Proceedings" in
the Company's Form 10-KSB for the year ended December 31, 1995, which is
incorporated herein by reference. An adverse outcome in such proceeding may
have a material adverse effect on the Company.
4. Possibility of Adverse Regulatory Impact. Investment
advisers, commodities trading advisers and broker-dealers are highly regulated
by both Federal and state authorities. Among other things, the Securities and
Exchange Commission (the "Commission") and the Commodities Futures Trading
Commission regulate all aspects of the securities and futures business. Such
regulation may restrict the types of investments that the Company may offer.
In addition, self-regulatory organizations, such as the National Association of
Securities Dealers, Inc. ("NASD"), require compliance with their rules and
regulations. There are stringent provisions
6
<PAGE> 11
with respect to the net capital requirements applicable to securities
broker-dealers. There can be no assurance that any changes to existing laws,
rules, regulations or rulings promulgated by governmental entities having
jurisdiction over the Company's current and future financial service activities
will not have an adverse effect on the business of the Company, and/or that the
Company will be able to comply with all applicable laws and regulations.
Failure to comply with any of these laws, rules or regulations could result in
fines, suspension or expulsion, which could have a material adverse affect upon
the Company. The regulatory authorities are charged with protecting the
interests of the public rather than those of the Company or its creditors or
shareholders.
5. Conflicts of Interest. By law, investment advisers,
commodities trading advisers and broker-dealers are fiduciaries and are
required to serve their clients' interests with undivided loyalty. Because of
the potential conflicts of interest created by the affiliation between the
Company and MSI, these arrangements may be closely examined by the Commission
in order to determine that any transactions are conducted within the rules and
regulations promulgated by the Commission. Findings to the contrary may
subject the Company to fines and other liabilities or cause the Company to
change its method of doing business, any of which may have a material adverse
effect on the Company. The Commission requires that these arrangements be in
the best interest of the clients and that such arrangements be disclosed to
them. In addition, because a substantial portion of the Company's outstanding
Common Stock and all of its outstanding preferred stock are held in the
Company's client accounts, other conflicts of interest may arise. While the
Company believes that its existing relationships are in compliance with
applicable law and regulations, any findings to the contrary may have a
material adverse effect on the Company.
6. Recruitment of Additional Personnel. The Company's ongoing
business activities are dependent on highly skilled and experienced
individuals. The Company has devoted, and will devote, considerable efforts to
recruiting skilled individuals. Competition for highly skilled personnel is
intense and the Company may have to provide qualified personnel with
competitive compensation packages, equity participation and other benefits,
which may limit the working capital available for the Company's operations. No
assurance can be given that the Company will be able to obtain such employees
when needed or on terms acceptable to the Company.
7. Competition. All aspects of the financial services industry
are highly competitive. In addition to competition from other investment
advisers, commodity trading advisers, broker-dealers and mutual fund managers,
the Company and the financial services industry are in competition with
investment alternatives offered by insurance companies, banks, securities
dealers and other financial institutions. Many of these entities have
substantially greater resources, greater operating efficiencies and offer a
larger variety of financial resources.
8. Control of the Company. Mr. Jordan presently owns
approximately 41% of the Company's outstanding Common Stock. Mr. Jordan and
other officers and directors of the Company own approximately 45% of the
Company's outstanding Common Stock. Accordingly, Mr. Jordan and the other
officers and directors may be able, among other things, to elect the entire
Board of Directors and to control the affairs of the Company.
7
<PAGE> 12
9. Issuance of Additional Preferred Stock. The Board of
Directors is empowered, without shareholder approval, to issue another
2,000,000 shares of preferred stock with dividend, liquidation, conversion,
voting or other rights, as determined by the Board of Directors, which could
adversely affect the voting power or other rights of the holders of the
Company's Common Stock. In the event of issuance, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change of control of the Company. The Company has no present
intention to issue any additional shares of its preferred stock. However,
there can be no assurance that the Company will not issue shares of its
preferred stock at some time in the future.
10. No Dividends. No cash dividends have been paid by the Company
on its Common Stock and the Company does not anticipate paying cash dividends
on the Common Stock in the foreseeable future. There can be no assurance that
cash dividends will be paid at any future time.
11. Volatile Market and Limited Trading Market. The trading price
of the Company's securities could be subject to significant fluctuations in
response to variations in quarterly operating results and other factors. The
Company has a limited trading market and there is no assurance that a more
active market will develop, or if developed, would be sustained.
12. Dilution from Exercise of Outstanding Options and Warrants.
Pursuant to the Company's 1991 Stock Option Plan (the "Plan"), there are
outstanding stock options to purchase an aggregate 517,359 shares of Common
Stock and there are 431,641 shares available for future grant under the Plan as
of April 1, 1996. There are also outstanding options to purchase an aggregate
97,200 shares of Common Stock that were granted outside of the Plan as of April
1, 1996. In addition, there are currently outstanding 2,225,820 Public
Warrants for the purchase of 1,112,910 shares of Common Stock, at a current
exercise price of $2.50 per share, which were issued in connection with the
Company's initial public offering ("IPO") and warrants issued to the
underwriter of the IPO for the purchase of 222,725 shares at a current exercise
price of $2.58 per share and 111,362 shares at a current exercise price of
$3.00 per share. To the extent that the outstanding stock options or warrants
are exercised, or additional options are granted and exercised, the interests
of the Company's shareholders will be diluted. Moreover, the terms upon which
the Company will be able to obtain additional equity capital may be adversely
affected because the holders of the outstanding options and warrants can be
expected to exercise them at a time when the Company would in all likelihood,
be able to obtain any needed capital on terms more favorable to the Company
than those provided in the outstanding options and warrants.
13. Shares Eligible for Future Sale. A significant number of the
shares of the Company's outstanding Common Stock is available for sale in the
public marketplace. No prediction can be made as to the effect, if any, that
sales of shares of Common Stock by the selling shareholders or the availability
of such shares for sale will have on market prices prevailing from time to
time. Nevertheless, the possibility that substantial amounts of Common Stock
may be sold in the public market may adversely affect prevailing prices for the
Common Stock, and could impair the Company's ability to raise additional
capital through the sale of its equity securities, if the Company deemed it
necessary to raise such additional capital.
8
<PAGE> 13
14. Listing Maintenance Criteria for NASDAQ System; Disclosure
Relating to Low-Priced Stocks. The National Association of Securities Dealers,
Inc. (the "NASD") which administers NASDAQ, requires that, in order for a
company's securities to continue to be listed on the NASDAQ SmallCap Market(R),
the Company must maintain $2,000,000 in total assets, a $200,000 market value
of the public float 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 the Company falls below such minimum bid
price, it will remain eligible for continued inclusion on NASDAQ 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 listing maintenance criteria
in the future may result in the discontinuance of the inclusion of the
Company's Common Stock on the NASDAQ SmallCap Market(R). In such event,
trading, if any, in the Company's Common Stock may then continue to be
conducted in the non-NASDAQ 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 Common Stock. In addition, sales of the
Company's Common Stock would be subject to a rule promulgated by the Commission
that imposes various sales practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors if the Company fails to meet certain criteria set forth in
such rule. For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to the sale.
Consequently, the rule may have an adverse effect on the ability of
broker-dealers to sell the Company's Common Stock and may affect the ability of
holders to sell their shares in the secondary market.
USE OF PROCEEDS
The gross proceeds that the Company would receive from the exercise of
all of the Public Warrants, the Underwriter's Warrants and the Unit Warrants
would be $3,690,992. The Company intends to use such proceeds, the receipt of
which no assurance can be given, for working capital and general corporate
purposes.
SELLING SHAREHOLDER
The Selling Shareholder may resell up to 334,087 shares of Common
Stock registered hereunder from time to time in the public market.
The Company will receive no proceeds from the sale of Common Stock by
the Selling Shareholder. The Company is bearing all expenses (other than
selling commissions or any fees and disbursements of counsel to such
Shareholder) in connection with the registration of the shares of Common Stock
pursuant to the terms of the Underwriter's Warrants.
The sale of shares of Common Stock by the Selling Shareholder may be
effected from time to time in transactions (which may include block
transactions) in the NASDAQ SmallCap Market(R), in negotiated transactions,
through the writing of options on the Common Stock, or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
9
<PAGE> 14
prevailing at the time of sale, or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Common Stock directly
to purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholder and the
purchasers of Common Stock for which such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholder and any broker-dealers that act in connection with the sale of the
Common Stock may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act.
PLAN OF DISTRIBUTION
GENERAL
Of the 1,446,997 shares being offered hereby, 1,112,910 shares are
being offered by the Company for the exercise of the Public Warrants, and
222,725 shares are being offered by the Company for the exercise of
Underwriter's Warrants, and 111,362 shares are being offered by the Company for
the exercise of the Unit Warrants, all of which were warrants previously issued
by the Company. None of the shares are being offered through underwriters and
no arrangements have been made with any outside broker, dealer or underwriter
for the resale of the shares offered hereby.
PROCEDURE FOR EXERCISE OF WARRANTS
The Public Warrants, the Underwriter Warrants and the Unit Warrants
may be exercised by the holder by the surrender of the warrant certificate to
the Company's Warrant Agent, together with proper payment of the exercise
price. Payment for the shares of the Common Stock issuable upon exercise of
the warrants must be made in cash, bank draft or official bank or cashier's
check, payable to the order of the Company. Upon surrender of the warrant, the
Warrant Agent will issue, on behalf of the Company, a certificate or
certificates in the name of the holder for the largest number of full shares to
which the holder is entitled. The warrant certificates accompanied by payment
in full must be received by the Warrant Agent for the warrants to be deemed
exercised. The warrant certificates, together with the proper payment, must
reach the Warrant Agent before the expiration dates of the respective warrants.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and the Florida Business
Corporation Act provide for indemnification of directors and officers against
certain liabilities. Pursuant to the Company's Articles of Incorporation,
directors and officers of the Company are indemnified, to the fullest extent
available under Florida law, against liability and expenses actually and
reasonably incurred in connection with threatened, pending or completed
proceedings, whether civil, criminal or administrative, to which a director or
an officer is, was or is threatened to be
10
<PAGE> 15
made a party by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company. The Company may advance expenses in
connection with defending any such proceeding, provided the indemnitee
undertakes to repay any such amounts if it is later determined that he or she
was not entitled to be indemnified by the Company.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable.
EXPERTS
The consolidated financial statements of Jordan American Holdings,
Inc. and subsidiaries as of December 31, 1995, and for the year then ended,
incorporated by reference herein, have been included herein in reliance upon
the report of Arthur F. Bell, Jr. & Associates, L.L.C., independent
certified public accountants, included therein, and upon the authority of said
firm as experts in accounting and auditing. The consolidated financial
statements of Jordan American Holdings, Inc. and subsidiaries as of December
31, 1994, and for the year then ended, incorporated by reference herein, have
been included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, included therein, and upon the
authority of said firm as experts in accounting and auditing.
11
<PAGE> 16
<TABLE>
=================================================== ===================================================
<S> <C>
No dealer, salesperson, or other person 1,446,997 Shares
has been authorized to give any information or to
make any representation in connection with this
offering other than those contained in this
Prospectus and, if given or made, such information JAHI
or representation must not be relied upon as
having been authorized by the Company or the
Selling Shareholders. This Prospectus does not JORDAN AMERICAN
constitute an offer to sell or a solicitation of HOLDINGS, INC.
an offer to buy any of the securities to which it
relates in any state to any person whom it is
unlawful to make such offer or solicitation in
such state. COMMON STOCK
---------------------
--------------------
TABLE OF CONTENTS P R O S P E C T U S
PAGE
---- --------------------
Additional Information . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . 3
Prospectus Summary . . . . . . . . . . . . . 4 ____________, 1996
Risk Factors . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . 9
Selling Shareholder . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . 10
Indemnification of Directors
and Officers . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . 11
=================================================== ===================================================
</TABLE>
<PAGE> 17
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 incurred
in connection with the issuance and distribution of the securities offered
hereby. The Company is responsible for the payment of all expenses in
connection with the Offering.
<TABLE>
<S> <C>
Registration fee under the Securities Act of 1933 . . . . . . . . . . . . . . . . $ -0-
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,195
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000
Legal fees and disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000
Accounting fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000
------
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,195
- ------------------ ======
</TABLE>
* Estimated, except as to SEC filing fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and the Florida Business
Corporation Act provide for indemnification of directors and officers against
certain liabilities. Pursuant to the Company's Articles of Incorporation,
officers and directors of the Company are indemnified, to the fullest extent
available under Florida law, against expenses actually and reasonably incurred
in connection with threatened, pending or completed proceedings, whether civil,
criminal or administrative, to which an officer or director is, was or is
threatened to be made a party by reasons of the fact that he or she is or was
an officer, director, employee or agent of the Company. The Company may
advance expenses in connection with defending any such proceeding, provided the
indemnitee undertake to repay any such amounts if it is later determined that
he or she was not entitled to be indemnified by the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
II-1
<PAGE> 18
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit 4.1 to the Registration Statement).
4.2 Specimen Warrant Certificate for Public Warrants issued in the
1990 public offering (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement).
4.3 Warrant Agreement for Public Warrants.*
4.4 Form of Amendment to Warrant Agreement for Public Warrants.*
4.5 Underwriter's Warrants.*
4.6 Forms of Amendments to Underwriter's Warrants.*
5.1 Opinion of Broad and Cassel.*
23.1 Consent of Broad and Cassel (included as part of Exhibit 5.1).*
23.2 Consent of Arthur F. Bell, Jr. & Associates L.L.C.,
independent auditors.**
23.3 Consent of KPMG Peat Marwick LLP, independent auditors.**
24.1 Powers of Attorney (included on the Signature Page of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sells securities, a
post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or
events which, individually or together, represent a fundamental
change in the information set forth in the registration statement;
and (iii) to include any additional or changed material information
on the plan of distribution.
__________________________________
*Previously filed.
**Filed herewith.
II-2
<PAGE> 19
(2) 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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering.
(4) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Steamboat Springs, State of Colorado
on this 6 day of June, 1996.
JORDAN AMERICAN HOLDINGS, INC.
Dated: June 6, 1996 By: /s/ W. Neal Jordan
-----------------------------------
W. Neal Jordan, President
Each person whose signature appears below constitutes and appoints W.
Neal Jordan, Charles R. Clark and Frederick A. Whittlesey, or any one of them,
as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him or in his name, place and stead in any
and all capacities to execute in the name of each such person who is then an
officer or director of the Registrant any and all amendments (including post-
effective amendments) to this Registration Statement, and any registration
statement relating to the offering hereunder pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents and each
of them full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises as fully as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ W. Neal Jordan Chairman of the Board June 6, 1996
- ---------------------------------- President and Chief Executive
W. Neal Jordan Officer and Director
/s/ Charles R. Clark Senior Vice President and June 6, 1996
- ---------------------------------- Chief Operating Officer and Director
Charles R. Clark
/s/ Frederick A. Whittlesey Secretary, Treasurer, Vice June 6, 1996
- ---------------------------------- President, and Chief Financial
Frederick A. Whittlesey Officer
/s/ Richard O. Donegan Director June 6, 1996
- ----------------------------------
Richard O. Donegan
/s/ Thomas H. Towler Director June 6, 1996
- ----------------------------------
Thomas H. Towler
/s/ L. Christopher Bensen Director June 6, 1996
- ----------------------------------
L. Christopher Bensen
</TABLE>
II-4
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into this
Registration Statement on Form S-3 of our report dated March 18, 1996, on our
audit of the consolidated financial statements of Jordan American Holdings,
Inc. ("JAHI"), as of December 31, 1995, and for the year ended December 31,
1995, which report appears in JAHI's Annual Report on Form 10-KSB for the year
ended December 31, 1995.
Arthur F. Bell, Jr. & Associates, L.L.C.
Lutherville, Maryland
June 3, 1996
<PAGE> 1
EXHIBIT 23.3
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Jordan American Holdings, Inc. ("JAHI") of our report
dated February 10, 1995, relating to the consolidated financial statements of
JAHI as of and for the year ended December 31, 1994, which report appears in
JAHI's Annual Report on Form 10-KSB for the year ended December 31, 1994, and
the reference to our firm under the heading "Experts" in the registration
statement.
KPMG Peat Marwick LLP
Tampa, Florida
June 4, 1996
