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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
ECO SOIL SYSTEMS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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<S> <C> <C>
NEBRASKA 0711 47-0709577
(STATE OR OTHER JURISDICTION
OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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10890 THORNMINT ROAD, SUITE 200
SAN DIEGO, CALIFORNIA 92127
(619) 675-1660
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND
PRINCIPAL PLACE OF BUSINESS)
WILLIAM B. ADAMS, CHIEF EXECUTIVE OFFICER
ECO SOIL SYSTEMS, INC.
10890 THORNMINT ROAD, SUITE 200
SAN DIEGO, CALIFORNIA 92127
(619) 675-1660
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
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THOMAS A. EDWARDS, ESQ. JEREMY D. GLASER, ESQ.
ROBERT E. BURWELL, ESQ. ALEXANDER A. FITZPATRICK, ESQ.
LATHAM & WATKINS COOLEY GODWARD LLP
701 "B" STREET, SUITE 2100 4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92101-8197 SAN DIEGO, CA 92121-2128
TELEPHONE: (619) 236-1234 TELEPHONE: (619) 550-6000
FACSIMILE: (619) 696-7419 FACSIMILE: (619) 453-3555
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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. [X] (File No. 333-39399)
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
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PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE FEE(3)
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Common Stock, $.005 par value... 50,792 Shares $5.4375 $276,182 $82
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(1) Includes 6,625 shares subject to the Underwriters' option to cover
over-allotments.
(2) Estimated solely for the purpose of computing the amount of the registration
fee.
(3) The registration fee has been paid in full prior to the filing of this
Registration Statement through payments made in connection with the
Company's filing of the Registration Statement on Form SB-2 (No. 333-39399)
on November 4, 1997 and Amendment No. 1 thereto on November 21, 1997.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM SB-2 (FILE NO. 333-39399)
Eco Soil Systems, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form SB-2 in its entirety the Registration
Statement on Form SB-2 (File No. 333-39399) declared effective on December 3,
1997 by the Securities and Exchange Commission, including each of the documents
filed by the Company with the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it has paid in full the
filing fee of $82 prior to the filing of this Registration Statement through
payments made in connection with the Company's filing of the Registration
Statement on Form SB-2 (No. 333-39399) on November 4, 1997 and Amendment No. 1
thereto on November 21, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Diego, State
of California, on December 4, 1997.
ECO SOIL SYSTEMS, INC.
By: /s/ WILLIAM B. ADAMS
------------------------------------
William B. Adams
Chairman and Chief Executive Officer
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.
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SIGNATURE TITLE DATE
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/s/ WILLIAM B. ADAMS Chairman and Chief Executive December 4, 1997
- --------------------------------------------- Officer (Principal executive
William B. Adams officer)
/s/ DOUGLAS M. GLOFF* President, Chief Operating December 4, 1997
- --------------------------------------------- Officer and Director
Douglas M. Gloff
/s/ L. JEAN DUNN, JR.* Chief Financial Officer and December 4, 1997
- --------------------------------------------- Secretary (Principal
L. Jean Dunn, Jr. financial and accounting
officer)
/s/ JEFFREY A. JOHNSON* President and General December 4, 1997
- --------------------------------------------- Manager of Golf Division and
Jeffrey A. Johnson Director
/s/ BRADLEY K. EDWARDS* Director December 4, 1997
- ---------------------------------------------
Bradley K. Edwards
/s/ S. BARTLEY OSBORN* Director December 4, 1997
- ---------------------------------------------
S. Bartley Osborn
/s/ WILLIAM S. POTTER* Director December 4, 1997
- ---------------------------------------------
William S. Potter
*By: /s/ WILLIAM B. ADAMS
- ---------------------------------------------
William B. Adams
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
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5.1 Opinion of Fitzgerald, Schorr, Barmettler & Brennan, P.C.
23.1 Consent of Fitzgerald, Schorr, Barmettler & Brennan, P.C. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Bigelow & Company, CPA, P.C., Independent Auditors
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EXHIBIT 5.1
December 4, 1997
Board of Directors
Eco Soil Systems, Inc.
10890 Thornmint Road, Suite 200
San Diego, California 92127
Re: Eco Soil Systems, Inc.:
Registration Statement on Form SB-2
Ladies and Gentlemen:
This firm has been engaged as special counsel to Eco Soil Systems, Inc., a
Nebraska corporation (the "Company") in connection with the registration of
50,792 shares of the common stock of the Company, par value $.005 per share (the
"Shares"), under the Securities Act of 1933, as amended, (the "Act"), on Form
SB-2 filed with the Securities and Exchange Commission (the "Commission") on
December 4, 1997 (the "Registration Statement"). The Shares are to be purchased
by certain Underwriters and offered for sale to the public together with the
shares registered pursuant to Registration Statement No. 333-39399, which was
declared effective on December 3, 1997 (the "Initial Registration Statement"),
pursuant to an Underwriting Agreement, the form of which has been filed as an
exhibit to the Initial Registration Statement and is incorporated by reference
as an exhibit to the Registration Statement (the "Underwriting Agreement"). Our
representation has been limited to reviewing the corporate procedural actions in
order to determine compliance with the Business Corporation Act of Nebraska in
effect upon the date hereof.
We have examined such documents and reviewed such questions of law as we have
considered necessary and appropriate for the purposes of our opinion set forth
below. In rendering our opinion, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures
and conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant
hereto of all natural persons and that such persons had the requisite power and
authority to execute and deliver such documentation and that the signatures
thereon are genuine. We have also assumed such proceedings will be timely
completed in the manner presently proposed and that the Shares will be issued
and sold as described in the Registration Statement.
Our opinion is limited to the laws of the State of Nebraska and we express no
opinion as to matters governed by any laws other than those of the State of
Nebraska nor to any matter not expressly addressed herein.
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Board of Directors of
Eco Soil Systems, Inc.
December 4, 1997
- -Page 2-
Based upon the foregoing, we are of the opinion that the Shares being
registered and sold by the Company have been duly authorized and, upon
issuance, delivery and payment therefor in the manner contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable.
The foregoing opinion is subject to the following qualifications and
exceptions:
A. The effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar law of general
application governing creditors' rights; and
B. General principles of equity, including (without limitation)
concepts of materiality, reasonableness, good faith and fair
dealing, and other similar doctrines affecting enforceability of
agreements generally.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the incorporation by reference in this Registration Statement
of the reference to our firm contained under the heading "Legal
Matters" in the Initial Registration Statement.
Very truly yours,
/S/ FITZGERALD, SCHORR, BARMETTLER
& BRENNAN, P.C.
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form SB-2) for the registration of 50,792 shares of Eco Soil Systems, Inc.
common stock of the references to our firm under the captions "Selected
Consolidated Financial and Operations Data" and "Experts" and our reports dated
March 14, 1997, with respect to the financial statements of Eco Soil Systems,
Inc., and October 3, 1996, with respect to the financial statements of Turf
Products, Ltd., included in the Registration Statement (Form SB-2 No. 333-39399)
and related Prospectus of Eco Soil Systems, Inc. filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
December 3, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF BIGELOW & COMPANY, CPA, P.C., INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form SB-2) for the registration of 50,792 shares of Eco Soil Systems, Inc.
common stock of the reference to our firm in the caption "Experts" and to the
inclusion of our reports dated July 19, 1996 and January 23, 1997, with respect
to the financial statements of Turf Speciality, Inc., as a subsidiary of Eco
Soil Systems, Inc., which financial statements are included in the Registration
Statement on Form SB-2 (No. 333-393999) and related Prospectus of Eco Soil
Systems, Inc., for the registration of its common stock.
BIGELOW & COMPANY
Certified Public Accountants, P.C.
By:
/s/ MARIE McKAY
---------------------------
Marie C. McKay
Certified Public Accountant
Manchester, New Hampshire
December 3, 1997
