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As filed with the Securities and Exchange Commission on June 1, 1998
Registration No. 333-52113
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CREDIT DEPOT CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
581909265
(I.R.S. Employer Identification No.)
700 Wachovia Center, Gainesville, Georgia 30501, (770) 531-9927
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Ralph DeBee, President, Credit Depot Corporation, 700 Wachovia Center,
Gainesville, Georgia 30501, (770) 531-9927
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Jonathan B. Reisman, Esq.
Reisman & Associates, P.A.
5100 Town Center Circle, Suite 330
Boca Raton, Florida 33486
(561) 361-9300
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this 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. [ ]
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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. [ ]
Calculation of Registration Fee (1)
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<CAPTION>
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered (2) Per Unit (3) Offering Price
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<S> <C> <C> <C> <C>
Common Stock, 8,190,733 shares $1.19 $9,746,972.27 $2,875.00 (4)
$.001 par value
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, in addition to
the shares being registered hereby, the Prospectus which is a part of
this Registration Statement also relates to an aggregate of 1,689,885
shares of the Registrant's Common Stock, $.001 par value, which are
being carried forward from the Registrant's Registration Statement on
Form S-3, File No. 333-10125 for which a filing fee of $8,922.88 has
previously been paid.
(2) Pursuant to Rule 416 under the Securities Act of 1933, there are also
being registered such additional shares of Common Stock as may become
issuable pursuant to anti-dilution provisions.
(3) Based on the average of the closing high bid and low asked prices of
the Common Stock as reported on the Nasdaq stock market on May 28,
1998.
(4) $2,065.00 has previously been paid.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which is a
part of this Registration Statement is a combined Prospectus which also relates
to 1,689,885 shares of the Registrant's Common Stock, $.001 par value, which
were registered pursuant to the Registrant's Registration Statement on Form S-3,
File No. 333-10125. 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 1993 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PART II
ITEM 14. INFORMATION NOT REQUIRED IN THE PROSPECTUS OTHER EXPENSES OF ISSUANCE
AND DISTRIBUTION.
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<S> <C>
S.E.C. Registration Fee $ 2,875
Professional Fees and Expenses $16,500
Miscellaneous $ 625
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Total $20,000
</TABLE>
All of the above expenses will be paid by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ARTICLE Seven of the Registrant's Certificate of Incorporation, as
amended provides as follows:
SEVENTH: Any person 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, or investigative (whether or not by or in the
right of the Corporation) by reason of the fact that he is or
was a director, officer, incorporator, employee, or agent of
the Corporation, or is or was serving a the request of the
Corporation as a director, officer, incorporator, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise shall be entitled to be indemnified
by the Corporation to the full extent then permitted by law or
to the extent that a court of competent jurisdiction shall
deem proper or permissible under the circumstances, whichever
is greater against expenses (including attorneys' fees),
judgments, fines and amount paid in settlement incurred by him
in connection with such action, suit or proceeding. Such right
of indemnification shall inure whether or not the claim
asserted is based on matters which antedate the adoption of
this Article SEVENTH. Such right of indemnification shall
continue as to a person who has ceased to be a director,
officer, incorporator, employee, or agent and shall inure to
the benefit of the heirs and personal representatives of such
person.
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Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who is, or is threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of any other
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that 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 proceeding, had no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation. Where an officer
or director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under a corporation's by-laws, by
agreement, vote, or otherwise.
ITEM 16. EXHIBITS
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<S> <C>
3.1(a) Certificate of Incorporation of the Registrant, as amended prior to January 3, 1996. (1)
3.1(b) Certificate of Designation dated October 10, 1995. (2)
3.1(c) Amendment to Certificate of Incorporation dated January 3, 1996. (5)
3.1(d) Amendment to Certificate of Incorporation dated January 30, 1997. (3)
3.1(e) Certificate of Designation dated April 22, 1997. (4)
3.1(f) Amendment to Certificate of Incorporation dated October 24, 1997. (5)
3.2 Certificate of Merger of Equithrift, Inc., a Georgia corporation, with and into the Registrant. (1)
3.2 By-Laws of the Registrant. (1)
4.1 Specimen Common Stock certificate. (1)
5.1 Opinion re legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Reisman & Associates, P.A. (included in Exhibit 5.1)
24.1 Power of Attorney.(6)
</TABLE>
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(1) These exhibits were filed as exhibits to the Registrant's Registration
Statement on Form S-1 File No. 33-37416 and are incorporated herein by
reference.
(2) This exhibit was filed as an exhibit to the Registrant's Annual Report
on Form 10-KSB for the year ended June 30, 1996 and is incorporated
herein by reference.
(3) This exhibit was filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended December 31, 1996
and is incorporated herein by reference.
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(4) This exhibit was filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended March 31, 1997 and
is incorporated herein by reference.
(5) These exhibits were filed as exhibits to the Registrant's Registration
Statement on Form S-3 File No. 333-52113 and are incorporated herein by
reference.
(6) Included on signature page of Registration Statement on Form S-3, File
No. 333-52113.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sells
securities, a post-effective amendment to this registration
statements to: (i) include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) reflect in the prospectus
any facts or events which, individually or together, represent
a fundamental change in the information in the registration
statement; and (iii) include any additional or changed
material information on to the plan of distribution.
(2) That, for determining liability under the Securities Act, each
such post-effective amendment shall be treated as a new
registration statement of the securities offered, and the
offering of the securities at that time shall be deemed to be
the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gainesville, State of Georgia, on this
29th day of May, 1998.
CREDIT DEPOT CORPORATION
By: /s/ RALPH J. DeBEE, JR.
-----------------------------
Ralph J. DeBee, Jr. President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/RALPH J. DeBEE, JR. President, Chief Executive Officer May 29, 1998
- ------------------------- and Director
Ralph J. DeBee, Jr.
/s/CHARLES FARRAHAR Chief Financial Officer May 29, 1998
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Charles Farrahar
/s/MARVIN V. BOLT* Director May 29, 1998
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Marvin V. Bolt
/s/GERALD F. SULLIVAN Director May 29, 1998
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Gerald F. Sullivan
/s/JOHN C. THOMAS, JR.* Director May 29, 1998
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John C. Thomas, Jr.
/s/HEIKO H. THIEME* Director May 29, 1998
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Heiko H. Thieme
</TABLE>
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* By Ralph DeBee, Jr. pursuant to power of attorney filed with Registration
Statement on Form S-3, File No. 333-52113
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EXHIBIT 5.1
LAW OFFICES
REISMAN & ASSOCIATES, P.A.
Suite 330
5100 Town Center Circle
Boca Raton, Florida 33486
TELEPHONE (561) 361-9300 TELECOPIER (561) 416-9249
May 29, 1998
Credit Depot Corporation
700 Wachovia Center
Gainesville, Georgia 30501
Ladies & Gentlemen:
We have acted as your counsel in connection with its filing of a
registration statement on Form S-3, as amended, File No. 333-52113 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") covering 9,880,618 shares of Common Stock, $.001 par value (the
"Shares").
We have examined such originals or certified, conformed or photostatic
copies, the authenticity of which we have assumed, of certificates of public
officials and your corporate officers and other documents, certificates,
records, authorizations and proceedings as we have deemed relevant and necessary
as the basis for the opinion expressed herein. In all such examinations, we have
assumed the genuineness of all signatures on original and certified documents
and all copies submitted to us as conformed or photostatic copies.
On the basis of the foregoing, it is our opinion that the Shares will,
when sold as contemplated by the Registration Statement, be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of the Registration Statement. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
/s/Reisman & Associates, P.A.
REISMAN & ASSOCIATES, P.A.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-521l3) and related Prospectus of
Credit Depot Corporation for the registration of 8,190,733 shares of its common
stock and to the incorporation by reference therein of our report dated August
29, 1997 with respect to the consolidated financial statements of Credit Depot
Corporation included in its Annual Report (Form 10-KSB/A) for the year ended
June 30, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 29, 1998
