As filed with the Securities and Exchange Commission on July 15, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARI Network Services, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1388360
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202-3166
(414) 278-7676
(Address and telephone number of principal executive offices)
Mark L. Koczela Copies to:
330 East Kilbourn Avenue Larry D. Lieberman
Milwaukee, Wisconsin 53202-3166 Godfrey & Kahn, S.C.
(414) 278-7676 780 North Water Street
(Name, address, including zip code, Milwaukee, WI 53202
and telephone number, including area (414) 273-3500
code, of agent for service)
Approximate date of commencement of proposed sale to
the public: As soon as practicable after the effective
date of this Registration Statement.
If any of the securities being registered on this Form
are being offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
check the following box. [X]
If the registrant elects to deliver its latest annual
report to security holders, or a complete and legible
facsimile thereof, pursuant to Item 11(a)(1) of this
Form, 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
<TABLE>
<CAPTION>
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price per aggregate affering regsitration fee
registered unit (1) price (1)
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $1 1/32 $2,062,500 $625.00
$.001 par value shares
</TABLE>
(1) Estimated solely for the purpose of calculation of
the registration fee in accordance with Rule 457(c)
under the Securities Act
of 1933 based on the average of the high and low prices
of the Common Stock on July 9, 1997.
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall
file a further amendment which specifically states that
this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Registration Statement Item and Heading Location in Prospectus
1.Forepart of the Registration Statement
and Outside Front Cover Page of Prospectus Facing Page of
Registration
Statement;
Cross Reference
Sheet; Cover
Page of
Prospectus
2.Inside Front and Outside Back Cover Pages of
Prospectus Available
Information;
Incorporation
of Certain
Documents by
Reference;
Table of
Contents
3.Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges The Company;
Risk Factors
4.Use of Proceeds Use of Proceeds
5.Determination of Offering Price Not Applicable
6.Dilution Not Applicable
7.Selling Security Holders Not Applicable
8.Plan of Distribution Cover Page of
Prospectus
9.Description of Securities to be Registered Description of
Common Stock
10.Interests of Named Experts and Counsel Legal Matters
11.Information With Respect to the Registrant The Company;
Incorporation
of Certain
Documents by
Reference
12.Incorporation of Certain Information
by Reference Incorporation
of Certain
Documents by
Reference
13.Disclosure of Commission Position on
Indemnification for Securities Act Liabilities Not Applicable
<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 sales 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
2,000,000 Shares
ARI Network Services, Inc.
Common Stock
This Prospectus relates to up to 2,000,000 shares
of common stock, $.001 par value per share (the "Common
Stock"), of ARI Network Services, Inc. (the "Company"
or "ARI"). Offers to purchase the Common Stock are
being solicited on a continuous basis on behalf of the
Company by certain of its directors or officers. No
additional compensation will be paid to such persons,
directly or indirectly, for their sales efforts. The
Common Stock will be offered at $_______ per share and
may be sold from time to time in one or more
transactions; provided, however, that the Company
reserves the right to change the offering price. Any
change in the offering price will be reflected in a
supplement or amendment to this Prospectus. The
Company reserves the right to withdraw, cancel or
modify the offering contemplated hereby without notice.
No termination date for the offering of the Common
Stock has been established and no minimum amount of
Common Stock is required to be sold. The Company may
reject any subscription in whole or in part. Funds
received will not be held pursuant to any escrow, trust
or similar arrangement. The Company will receive all
of the proceeds from the sale of the shares of Common
Stock offered hereby, if any. The Company estimates
the total expenses of issuance and distribution to be
$40,000.
The Common Stock is quoted on the National Market
System of the National Association of Securities
Dealers Automated Quotation System (the "NASDAQ/NMS")
under the symbol "ARIS". On July 14, 1997, the last
sale price as reported on the NASDAQ/NMS was $1.00 per
share.
The 2,000,000 shares of Common Stock offered
hereby will represent 500,000 shares after giving
effect to the Company's proposed one-for-four reverse
stock split. See "Recent Developments."
See "Risk Factors" on page 3 for a discussion of
material risks which should be considered by
prospective purchasers of the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July ___, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information
statements and other information with the Securities
and Exchange Commission (the "Commission"). The
Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended
("Securities Act") with respect to the Common Stock
offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement
and exhibits thereto, or amendments thereto, to which
reference is hereby made. Such reports, proxy and
information statements, Registration Statement and
exhibits and other information filed by the Company may
be inspected and, upon payment of prescribed fees,
copied at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission at 7 World Trade
Center, 7th Floor, New York, New York 10048, and at
Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such materials may
be obtained from the website that the Commission
maintains at http://www.see.gov.
No person has been authorized to give any
information or to make on behalf of the Company any
representations, other than those contained in this
Prospectus, in connection with the offer made hereby,
and, if given or made, such other information or
representation must not be relied upon as having been
authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an
offer to buy, any security other than the securities
offered hereby, or an offer to sell or solicitation of
any offer to buy such securities in any jurisdiction in
which such offer or solicitation is not qualified or to
any person to whom such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances
create any implication that there has been no change in
the affairs of the Company since the date hereof or
that the information contained or incorporated by
reference herein is correct as of any date subsequent
to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Risk Factors 3
Recent Developments 6
Incorporation of Certain Documents by Reference 8
The Company 9
Use of Proceeds 10
Description of Common Stock 10
Legal Matters 11
Experts 11
<PAGE>
RISK FACTORS
An investment in the Common Stock being offered
hereunder involves a high degree of risk. The
following factors, in addition to those discussed or
incorporated elsewhere in this Prospectus, should be
considered carefully in evaluating an investment in the
Common Stock.
CAUTIONARY NOTE: This Prospectus, certain of the
documents incorporated herein by reference, and other
written materials, future filings, releases and oral
statements issued by or on behalf of the Company
contain certain forward-looking statements, including,
but not limited to, statements about the future
performance of the Company and the Company's plans,
objectives, expectations, or intentions. These forward-
looking statements are based on management's
assumptions and beliefs in light of information
currently available to it and are subject to risks and
uncertainties. The Company's actual results may differ
significantly and materially from those projected or
suggested in the forward-looking statements. Factors
that might cause such differences to occur include, but
are not limited to, the Risk Factors described below.
Losses and Accumulated Deficit
Since its organization in 1981, the Company has
experienced net losses in each fiscal year resulting in
an accumulated deficit of $73,644,000 at April 30,
1997. For the years ended July 31, 1996, 1995, and
1994, the Company experienced net losses of $4,206,000,
$4,339,000 and $15,089,000, respectively. For the nine
months ended April 30, 1997, the Company experienced a
net loss of $2,989,000. The Company will require
significant increases in revenues to cover fixed
operating costs and to achieve a profitable level of
operations, and there can be no assurance as to when or
if such increases in revenues will be achieved. The
Company does not anticipate reporting net income for
the fiscal year ending July 31, 1998 and there can be
no assurance that profitability will be achieved
thereafter.
Negative Cash Flow
The Company continues to experience negative cash
flow from operations. For the fiscal years ended July
31, 1996, 1995 and 1994, net cash used in operating
activities were $2,518,000, $2,230,000 and $3,205,000,
respectively. For the nine months ended April 30, 1997,
net cash used in operating activities was $1,322,000.
Management's goal for the Company is to achieve
positive cash flow from operations (excluding changes
in working capital items) in the quarter ended July 31,
1998, but no assurances can be given that the Company
will be able to do so.
Additional Financing Requirements and Access to Capital
The Company's substantial historical network
development costs and negative cash flow from
operations have been funded principally from the sale
of securities. The Company's current line of credit
with WITECH Corporation ("WITECH") expires on September
30, 1997 with respect
<PAGE>
to $500,000 and on December 31,
1997 with respect to the $2.0 million balance. There
can be no assurance as to the Company's ability to
replace such line of credit. On July 15, 1997, WITECH
agreed to purchase $2.0 million of Series A Preferred
Stock of the Company, the full proceeds of which will
be used to reduce borrowings under the line of credit.
See "Recent Developments." The Company will require
additional financing in order to meet its requirements
for operations and development activities during fiscal
1998, although there can also be no assurance that this
offering will raise any proceeds for the Company.
WITECH has previously indicated that it would
financially support the Company through fiscal 1997 and
has informally indicated its willingness to consider
purchasing a portion of the Common Stock offered
hereby, but no commitments have been made and no
assurance can be given that WITECH will purchase any of
the Common Stock. See Note 9 to the Company's
Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996. If this offering is
unsuccessful and additional financial support from
WITECH or other sources is unavailable, the Company
will be materially and adversely affected.
Competition
The network services industry is highly
competitive. Several companies, including GE
Information Services, AT&T, MCI, EDS, BT Tymnet, Inc.,
Sterling Commerce, Inc., Advantis Inc., Dun &
Bradstreet, Harbinger, Inc., and others offer
electronic commerce services that are similar to those
offered by the Company. There are also many companies,
including Sales Kit Software Corporation, Inc.,
Saratoga Systems, Inc. and Aurum Software, Inc. that
market sales force automation software that competes
with the Company's sales force automation products.
Many of these competing companies have substantially
greater resources than ARI. Sterling Commerce, Inc.'s
network service is established in the human
pharmaceutical sector, in which manufacturers overlap
with Animal Health product manufacturers. Sterling
Commerce, Inc. provides certain sales reporting
services to these companies, including services that
report sales activity on some Animal Health drugs.
Sales Technologies, Inc. sells its sales force
automation software to the pharmaceutical industry,
which overlaps with Animal Health. Certain
manufacturers of agricultural equipment operate their
own private computer networks for transacting business
with their dealers. Briggs and Stratton, through its
wholly-owned subsidiary, Powercomm 2000, offers a
competing network to dealers and equipment
manufacturers in the outdoor power equipment industry.
It is possible that companies within the Company's
target markets may develop and implement private
computer-to-computer networks, thereby reducing the
demand for the Company's network services. Powercomm
2000, as well as other companies such as Bell & Howell,
also offer electronic parts catalogs competitive to the
Company's products. The pace of technological change,
such as developments in Internet commerce, is so great
that new competitors may emerge quickly based on new
technologies.
New Product Development and Technological Change
The market for the Company's products and services
is characterized by technological advances, changes in
customer requirements and frequent new product
introductions and
<PAGE>
enhancements. The Company's growth
and future financial performance will depend in part
upon its ability to enhance existing products and
services and develop and introduce new products and
services that meet technological advances, respond to
evolving customer requirements, respond to competitive
products or announcements and achieve market
acceptance. There can be no assurance that the Company
will be successful in developing and marketing products
or services on a timely basis, or that its products and
services will adequately address the changing needs of
the marketplace and achieve market acceptance. The
electronic commerce industry in general is also
characterized by evolving standards and technology.
The Company's ability to anticipate or guide these
standards in its targeted sectors and to fund advances
in computer and telecommunications technology and
software will be a significant factor in the Company's
ability to grow and remain competitive.
Potential Fluctuations in Quarterly Results
A significant portion of the Company's network
services revenues over the next fiscal year is expected
to be derived from non-recurring fee income, which
consists principally of revenues from professional
services (such as software customization and training),
software sales and certain other one-time network
installation fees. The timing of receipt of such fee
income is not predictable and is dependent upon
purchases by third parties, over which the Company has
no direct influence and which may fluctuate greatly
from quarter to quarter. The time required to close
large license fee and development agreements can be
delayed due to, among other things, customer
requirements and decision-making processes. In
addition, revenues derived from usage of the Company's
network services by third parties may fluctuate as a
result of the seasonality of the sectors of the
agribusiness industry in which the Company operates, as
well as from increased competition, delays in the
introduction of new services and acceptance of such
services in the market.
Certain Factors Affecting Continued Revenue Growth
For the nine month period ended April 30, 1997,
total revenue increased $1,434,000 or 40% over the same
period last year. For the quarter ended April 30,
1997, total revenue increased $299,000 or 21% over the
same period last year. The Company's ability to
sustain significant revenue growth is affected by many
factors, including, but not limited to, the growth rate
of the Company's selected market segments, the
positioning of the Company's products in those
segments, variations in demand for and cost of customer
services and technical support, customer adoption of
Internet-enabled Windows(R) applications and their
willingness to upgrade from DOS versions of software,
the Company's ability to release new software
applications and upgrades on a timely basis, the
Company's ability to establish and maintain strategic
alliances, and the Company's ability to implement its
acquisition strategy to increase growth. Perhaps most
important is the Company's ability to attract and
retain a high-performance sales team. The Company's
goal is to sustain annual revenue growth in the 30-40%
range, but no assurance can be given that the Company
will be able to do so.
<PAGE>
Fires and Other Natural Disasters
The Company's operations are dependent upon its
ability to protect its computer equipment and the
information stored in its data center against damage
that may be caused by fire, power loss,
telecommunication failures, unauthorized intrusion and
other similar events. The Company has taken
substantial precautions to protect itself and its
customers from any such events that could have a
negative effect upon the uninterrupted delivery of the
Company's network and on-line information services.
These precautions include off-location storage of
computer software backup data; off-site computer system
for use, if necessary; fire protection and physical
security systems consisting of magnetic badge readers,
key pad controlled combination locks; an early warning
detection and Halon fire extinguishing system.
Notwithstanding such precautions, there can be no
assurance that a fire or other natural disaster
including national or regional telecommunications
outages would not disable the network hub computer
system. Any significant damage to the hub computer
system could have a material adverse effect on the
Company.
Liquidity of Common Stock
Although the Common Stock is quoted on NASDAQ/NMS,
the spread between the bid and asked price of the
Common Stock tends to be large relative to the stock
price. As of July 14, 1997, the closing bid price was
$15/16 and the closing asked price was $1 1/8. The
Company's Board of Directors has approved a one-for-
four reverse stock split, subject to shareholder
approval, but no assurances can be given that a reverse
stock split would improve liquidity of the Common
Stock.
RECENT DEVELOPMENTS
Agreement for Sale of Preferred Stock
On July 15, 1997, WITECH agreed to purchase 20,000
shares of Series A Preferred Stock of the Company for
$100 per share, or $2.0 million. The Preferred Stock
is non-voting (except as required by law) and not
convertible into Common Stock. The Preferred Stock has
a cumulative dividend rate of Prime plus 2% with an 10%
minimum and 14% maximum rate. Prior to August 1, 2002,
dividends on the Preferred Stock may be paid, at the
option of the Company, in additional shares of
Preferred Stock.
The Preferred Stock can be redeemed by the Company
at any time at $100 per share plus accrued dividends,
but without premium. The Preferred Stock would have a
priority over Common Stock in the event of a
liquidation of the Company to the extent of $100 per
share plus accrued dividends. So long as any Preferred
Stock is outstanding, the Company cannot pay dividends
on or repurchase any Common Stock, incur any
indebtedness for borrowed money (other than in
favor of WITECH or its affiliates), or issue any
additional Preferred Stock which is not junior to the
Series A Preferred Stock.
<PAGE>
The Company will use proceeds from the sale of the
Preferred Stock to reduce borrowings under the line of
credit with WITECH. Closing is scheduled to occur on
or prior to July 31, 1997.
Reverse Stock Split
The Board of Directors of the Company has approved
a one-for-four reverse stock split (the "Reverse
Split"), subject to shareholder approval at a Special
or Annual Meeting of Shareholders to be held in 1997.
The Reverse Split would decrease the number of shares
of Common Stock outstanding and presumably increase the
per share market price for the Common Stock after the
Reverse Split.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with
the Commission pursuant to the Exchange Act are
incorporated in this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1996.
(2) the Company's Quarterly Reports on Form
10-Q for the quarters ended October 31, 1996,
January 31, 1997 and April 30, 1997, and Form 10-
Q/A filed May 6, 1997;
(3) the Company's Current Reports on Form 8-
K filed February 7, 1997, February 21, 1997, and
May 23, 1997; and
(4) the description of the Company's Common
Stock contained in the Company's Registration
Statement on Form 8-A filed with the Commission on
October 22, 1991.
The documents listed above are hereinafter
referred to as "Incorporated Documents."
The information relating to the Company contained
in this Prospectus summarizes, is based upon, or refers
to, information and financial statements contained in
one or more Incorporated Documents; accordingly, such
information contained herein is qualified in its
entirety by reference to Incorporated Documents and
should be read in conjunction therewith. Any
subsequently filed documents should also be read in
conjunction with this Prospectus.
This Prospectus is accompanied by the Company's
latest Annual Report on Form 10-K and Quarterly Report
on Form 10-Q. The Company will provide without charge
to each person to whom a copy of this Prospectus has
been delivered, upon the written or oral request of any
such person, a copy of any or all of the other
Incorporated Documents or subsequently filed documents,
other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference
into such documents). Requests for such copies should
be directed to Corporate Secretary, ARI Network
Services, Inc., 330 East Kilbourn Avenue, Milwaukee,
Wisconsin 53202, telephone (414) 278-7676.
<PAGE>
THE COMPANY
ARI Network Services, Inc. (the "Company" or
"ARI") provides standards-based Internet-enabled
electronic commerce services to companies in selected
industry sectors and distribution channels. These
services use telecommunications and computer technology
to help customers conduct business electronically,
computer to computer, with minimal changes to their
internal business systems.
Currently, the Company provides electronic
commerce services to three industry sectors: the U.S.
and Canadian Agribusiness industry ("Agribusiness"),
the U.S. and Canadian freight transportation industry
("Transportation"), and the U.S. non-daily newspaper
publishing industry ("Publishing"). The Agribusiness
sector includes Agricultural and Specialty Chemicals;
Farm, Outdoor Power, Marine, and other types of
equipment; and Livestock Pharmaceuticals, Feed and
Seed.
The Company's services include: telecommunication
networking, incompatible computer systems connectivity,
electronic mail messaging, electronic data interchange
translation, product and participant directories and
databases (on-line or on CD-ROM), information exchange
and retrieval, and a wide range of customer specified
electronic commerce and transaction processing
applications. ARI also provides end user application
software related to the electronic commerce services
and a range of professional services, including
consulting, customer application development,
installation, education and support.
The Company's electronic commerce services may be
broadly categorized as either transaction management or
data management services. Transaction management
services include the provision of applications where
transaction data are exchanged between participants
(e.g., manufacturers, distributors, dealers, and sales
representatives) in a distribution channel. Such
applications include product availability inquiries,
sales automation, sales reporting, warranty claim
processing, batch or immediate response product
ordering, and invoicing. Data management services
include the provision of reference data bases used in
electronic commerce. Such data bases include
directories of ship-to and bill-to locations, on-line
or CD-ROM product catalogs, and, in the case of the
Publishing sector, online newspaper articles. Where
possible, the Company seeks to provide integrated
solutions involving both types of services. Both
transaction and data management services are provided
to the Agribusiness sector, while only data management
services are provided to the Transportation and
Publishing sectors.
The Company focuses its marketing efforts on major
manufacturers and distributors that have the financial
resources and business motivation to convert their
distribution systems from paper-based to electronic
commerce, thereby reducing processing expenses and time
to market. In the Transportation sector, the data
management services are sold to the Association of
American Railroads under a long-term contract. In the
Publishing sector, the services are sold under an
exclusive long-term contract with the Associated Press.
The Company's executive offices are located at 300 East
Kilbourn Avenue, Milwaukee, Wisconsin 53202 and its
telephone number at that location is (414) 278-7676.
The Company is a Wisconsin corporation, incorporated in
1981. The Company maintains a website at
http://www.arinet.com.
<PAGE>
USE OF PROCEEDS
The proceeds received by the Company from the sale
of the Common Stock (net of expenses of the offering
estimated at $40,000) are estimated to be approximately
$1,835,000 assuming all of the Common Stock is sold for
$15/16 per share. There can be no assurance that the
Company will sell any shares of Common Stock in this
offering. See "Risk Factors - Additional Financing
Requirements and Access to Capital." The Company
intends to use the proceeds of the offering, if any,
for working capital purposes, to maintain and enhance
existing products, to hold as capital resources for
future use and for other general corporate purposes.
The Company may also use proceeds to repay
borrowings under the Company's existing revolving line
of credit with WITECH. The line of credit is for $2.5
million until September 30, 1997, and $2.0 million from
September 30, 1997 until such line expires on December
31, 1997. The line carries a floating interest rate of
2% above prime. As of July 10, 1997, the Company had
borrowed $2,435,000 under the line of credit. On July
15, 1997, WITECH agreed to purchase $2.0 million of
Series A Preferred Stock of the Company, the proceeds
of which will be used to reduce borrowings under the
line of credit. See "Recent Developments."
DESCRIPTION OF COMMON STOCK
Holders of the Common Stock are entitled to one
vote for each share held on all matters submitted to a
vote of shareholders and do not have cumulative voting
rights. Holders of Common Stock are also entitled to
receive ratably such dividends, if any, as may be
declared by the Board of Directors out of funds legally
available therefor, subject to any preferential
dividend rights of outstanding Preferred Stock. Except
as otherwise required by applicable law, a majority
vote is sufficient for any action which requires the
vote or concurrence of shareholders. Upon the
liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to receive
ratably the net assets of the Company available after
the payment of all debts and other liabilities and
subject to the prior rights of holders of any
outstanding Preferred Stock. The holders of Common
Stock have no preemptive, subscription, redemption or
conversion rights. All shares of Common Stock
outstanding at the date of this Prospectus are, and the
shares in this offering will be upon issuance, fully
paid and non-assessable (except as provided in Section
180.0622(b) of the Wisconsin Statutes). Under Section
180.0622(b) of the Wisconsin Statutes, holders of
Common Stock are personally liable up to the amount
equal to the par value of the shares owned by them,
respectively, for all debts owing to Company employees
for services performed for the Company, but not
exceeding six months' service in any one case. Under
the substantially identical predecessor to Section
180.0622(b), "par value" has been judicially
interpreted to mean the full amount paid by the
original subscribers for shares upon the initial
issuance thereof. The rights, preferences and
privileges of holders of Common Stock are subject to,
and may be adversely affected by, the rights of the
holders of shares of any series of Preferred Stock
which the Company may designate and issue in the
future.
<PAGE>
The Company has an authorized class of Preferred
Stock (the "Preferred Stock") consisting of 1,000,000
shares at $.001 par value per share. None of the
Preferred Stock has been issued, but the Company has
agreed to sell $2.0 million of non-voting, non-
convertible Series A Preferred Stock to WITECH. The
Agreement with WITECH would prohibit the Company from
issuing any additional Preferred Stock which is not
junior to the Series A Preferred Stock. See "Recent
Developments." The Board of Directors is authorized,
subject to any limitations prescribed by law, without
further shareholder approval, to issue from time to
time up to an aggregate of 1,000,000 shares of
Preferred Stock in one or more series. Each such
series of Preferred Stock shall have such number of
shares, designation, preferences, voting powers,
qualifications and special relative rights or
privileges as shall be determined by the Board of
Directors, which may include, among others, dividend
rights, voting rights, redemption and sinking fund
provisions, liquidation preferences and conversion
rights. The issuances of Preferred Stock, while
providing desired flexibility in connection with
possible acquisitions and other corporate purposes,
could have the effect of making it more difficult for a
third party to acquire, or discouraging a third party
from acquiring, a majority of the outstanding voting
stock of the Company.
LEGAL MATTERS
The validity of the Common Stock offered hereby
has been passed upon by Godfrey & Kahn, S.C. Mr.
William H. Alverson is a shareholder of Godfrey & Kahn,
S.C. and a director of the Company.
EXPERTS
The consolidated financial statements of the
Company appearing in its Annual Report (Form 10-K) for
the year ended July 31, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and
incorporated herein by reference. Such financial
statements are, and audited financial statements to be
included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed
with the Securities and Exchange Commission) given upon
the authority of such firm as experts in accounting and
auditing.
<PAGE>
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 by the Company in connection
with the offering:
SEC registration fee $ 625
NASDAQ/NMS listing fee 17,500
Accounting fees and expenses 3,000
Legal fees and expenses 7,000
Travel and Miscellaneous 11,875
Total $40,000
All of the above expenses other than the SEC
registration fee are estimates. All of the listed
expenses will be paid by the Company.
Item 15. Indemnification of Directors and Officers
Pursuant to Section 180.0828 of the Wisconsin
Business Corporation Law ("WBCL"), the Company's
directors are not personally liable to the Company, its
shareholders or any person asserting rights on behalf
of the Company or its shareholders, for monetary
damages and liabilities arising from a breach of or
failure to perform any duty resulting solely from the
director's status as a director, unless the person
asserting liability proves that the breach of failure
to perform constitutes (i) a willful failure to deal
fairly with the Company or its shareholders in
connection with a matter in which the director has a
material conflict of interest, (ii) a violation of
criminal law, unless the director had reasonable cause
to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was
unlawful, (iii) a transaction from which the director
derived an improper personal profit or (iv) willful
misconduct.
In addition, the Company's By-Laws contain certain
provisions whereby directors, officers, employees and
agents of the Company generally are to be indemnified
against certain liabilities to the fullest extent
authorized by the WBCL, with certain exceptions. In
particular, Article VII of the Company's By-Laws
provides (i) that an individual shall be indemnified
unless it is proven by a final judicial adjudication
that indemnification is prohibited, (ii) payment or
reimbursement of expenses, subject to certain
limitations, will be mandatory rather than permissive,
and (iii) indemnification rights will also extend to
employees and certain agents of the Company, as
determined by the Company's Board of Directors or a
committee thereof. Article VII provides that it may
not be amended to limit the indemnification provided
for therein except by a vote of not less than 75% of
the Company's outstanding capital stock, and that any
such amendment may only be prospective and not
retroactive. The Board of Directors of the Company,
however, is expressly
<PAGE>
authorized in Article VII to
expand the indemnification permitted under Article VII
without an amendment to the Company's By-Laws.
The Registrant's officers and directors are
covered by officer's and director's liability
insurance.
Item 16. Exhibits
5.1 Opinion of Godfrey & Kahn, S.C. *
10.1 Preferred Stock Purchase Agreement dated
July 15, 1997 by and between the Company and
WITECH Corporation
23.1 Consent of Godfrey & Kahn, S.C. *
23.2 Consent of Ernst & Young LLP *
24.1 Powers of Attorney appear on the signature
page hereof
* To be filed by amendment
Item 17. Undertakings
*(a) 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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(iii) to include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change
to such information in the Registration
Statement.
<PAGE>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
*(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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.
* Paragraph references correspond to those of Item 512
of Regulation S-K.
<PAGE>
Signatures
In accordance with 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-2 and has duly
caused this Registration Statement on Form S-2 to be
signed on its behalf by the undersigned in the City of
Milwaukee, State of Wisconsin on July 15, 1997.
ARI NETWORK SERVICES, INC.
By: /s/ Brian E. Dearing
-----------------------
Brian E. Dearing,
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Brian E. Dearing and Mark L. Koczela, and each of them,
his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this
registration statement and to file the same with all
exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said
attorney-in-fact and agent full power and authority to
do and perform each act and thing requisite and
necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement on Form S-2 was
signed by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Richard W. Weening Chairman of the Board July 15, 1997
- ---------------------- and Director
Richard W. Weening
/s/ Brian E. Dearing President and Chief July 15, 1997
- ---------------------- Executive Officer
Brian E. Dearing (acting Principal
Financial Officer and
Principal Accounting
Officer) and a Director
/s/ William H. Alverson Director July 15, 1997
- -----------------------
William H. Alverson
Director
- -----------------------
Gordon J. Bridge
/s/ Francis Brzezinski Director July 15, 1997
- -----------------------
Francis Brzezinski
- ----------------------- Director
George Dalton
- ----------------------- Director
Eric P. Robison
PREFERRED STOCK PURCHASE AGREEMENT
This agreement is made this 15th day of July,
1997 by and between ARI Network Services, Inc. (the
"Company") and WITECH Corporation ("WITECH").
1. Preferred Stock Purchase. WITECH agrees to
purchase 20,000 Series A preferred shares of the
Company for $2.0 million. The preferred shares so
purchased are referred to herein as the "Shares." The
Shares shall have the relative rights, preferences and
limitations set forth in the form of Articles of
Amendment attached hereto as Exhibit A (the "Articles
of Amendment"). The Company agrees to file the
Articles of Amendment with the Wisconsin Department of
Financial Institutions prior to the time of closing
specified herein.
2. Acknowledgments. WITECH acknowledges that the
Shares have not been registered under the Securities
Act of 1933, as amended, and represents and warrants to
and agrees with the Company as follows:
(a) It is acquiring the Shares for its own account and
not with a view to the distribution thereof.
(b) It will not offer, sell, pledge or otherwise
dispose of the Shares except pursuant to an effective
registration statement or an exemption from
registration under the Securities Act and applicable
securities laws.
(c) The certificates for the Shares may bear a legend
relating to the restrictions on transfer imposed by
applicable law.
(d) It has made its own independent examination,
investigation, analysis and evaluation of the Company,
including WITECH's own estimate of the value of the
Company's business, and has undertaken such due
diligence (including a review of the assets,
liabilities, books, records and contracts of the
Company) as WITECH deems adequate.
(e) WITECH has received, through its representative on
the Board of Directors of the Company, (i) projections,
estimates or budgets of future revenues, expenses,
expenditures or results of operations and (ii) other
information and documents (financial and otherwise)
with respect to the Company. WITECH acknowledges that
the Company shall not be responsible for the accuracy
or completeness of such information and the Company
shall not be considered as having made any
representation or warranty to WITECH with respect
thereto or with respect to any other information,
except if and to the extent specifically set forth
herein.
3. Loan Reduction. The Company shall apply all of
the purchase price of the Shares toward payment of
principal, interest and other amounts payable by the
Company under that certain loan agreement (the "Loan
Agreement") dated October 4, 1993, as amended, by and
between the parties hereto.
4. Additional Indebtedness. So long as any of the
Shares are owed by WITECH, neither the Company nor any
of its subsidiaries shall, without WITECH's consent, incur
guaranty any indebtedness for borrowed money, (including
capitalized lease obligations) other than indebtedness for
borrowed money owed to WITECH or any affiliate or successor
thereof; provided, however, this covenant shall not restrict
(a) liabilities for accounts payable and expense accruals
incurred or assumed in the ordinary course of business,
and (b) indebtedness in an aggregate outstanding principal
amount of $250,000 (including capitalized lease obligation
amounts in accordance with generally accepted accounting
principles) representing the deferred purchase price or
lease of assets.
5. Closing. The purchase and sale of the Shares and
the payment under the Loan Agreement shall occur on
July 31, 1997, provided (a) the Board of Directors of
the Company shall have approved this Agreement and the
establishment of the Shares, and (b) the Company shall
have received assurances, satisfactory to it, that the
sale of Shares as contemplated hereby would not require
shareholder approval, and would not constitute a
corporate governance violation, under the rules of the
National Association of Securities Dealers, Inc.
applicable to the Company. If such conditions are not
satisfied by July 31, 1997, this Agreement shall
terminate without liability to either party.
6. Miscellaneous. This Agreement contains the entire
agreement between the parties hereto with respect to
the transactions contemplated hereby and supersedes all
prior arrangements or understandings with respect
thereto. This Agreement shall be governed by the laws
of the State of Wisconsin.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.
ARI NETWORK SERVICES, INC.
By:/s/ Brian Dearing
-------------------------
Brian Dearing,President and
Chief Executive Officer
WITECH CORPORATION
By:/s/ Francis Brzezinski
-------------------------
Francis Brzezinski, President
EXHIBIT A
ARTICLES OF AMENDMENT
OF
ARI NETWORK SERVICES, INC.
Pursuant to Section 180.0602 of the Wisconsin Business
Corporation Law,
ARI Network Services, Inc., a corporation
organized and existing under the Wisconsin Business
Corporation Law (the "Company"), DOES HEREBY CERTIFY:
That (a) pursuant to the authority conferred upon
the Board of Directors by the Articles of Incorporation
of the Company, the Board of Directors on
_____________________, 1997 adopted the resolution set
forth below creating a series of Preferred Stock, par
value $.001 per share, designated as Series A Preferred
Stock, (b) shareholder action approving the creation of
the Series A Preferred Stock was not required, and (c)
no shares of Series A Preferred Stock have been issued:
NOW, THEREFORE, BE IT RESOLVED, that pursuant to
the authority vested in the Board of Directors of this
Company in accordance with the provisions of its
Articles of Incorporation, a series of Preferred Stock,
par value $.001 per share, of the Company be and it
hereby is created, and that the designation and amount
and relative rights, limitations and preferences
thereof are as follows:
Section 1. Designation and Amount. The shares of
such series shall be designated as "Series A Preferred
Stock" (the "Series A Preferred Stock"); the number of
shares constituting such series shall be Forty Thousand
(40,000). Such number of shares may be increased or
decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the
number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities
issued by the Company into Series A Preferred Stock.
Section 2. Voting Rights. The holders of the
Series A Preferred Stock shall not, except as required
by law, have any right or power to vote on any question
or in any proceeding or to be represented at, or to
receive notice of, any meeting of the Company's
stockholders. On any matters in which the holders of
shares of the Series A Preferred Stock shall be so
entitled to vote under applicable law, they shall be
entitled to one (1) vote for each share held.
Section 3. Dividends.
(a) Each holder of a share of Series A Preferred
Stock shall be entitled to receive, when, as and if
declared by the Company's Board of Directors, out of
the funds of the Company legally available therefor,
cumulative dividends during each Quarterly Dividend
Period (as hereinafter defined) that such share of
Series A Preferred Stock is outstanding at a per annum
dividend rate equal to the product of (i) One Hundred
Dollars and (ii) two percent (2%) per annum above the
fluctuating per annum rate of interest published from
time to time in the Midwest Edition of The Wall Street
Journal under the "Money Rates" caption as the "Prime
Rate" (and if more than one such "Prime Rate" shall be
so published on any date, the highest of such rates for
such date), which rate shall change effective as of the
date of any published change in such published "Prime
Rate," but not less than a rate per annum equal to Ten
Dollars ($10.00) per share nor more than Fourteen
Dollars ($14.00) per share; provided, however, that
dividends for any period during which any shares of
Series A Preferred Stock shall be outstanding for less
than a full Quarterly Dividend Period (as defined
below) shall be paid pro rata based on the actual
number of days in such Quarterly Dividend Period. As
used herein, "Quarterly Dividend Period" means the
period from November 1 through the next January 31,
from February 1 through the next April 30, from May 1
through the next July 31 or from August 1 through the
next October 31; provided that the first Quarterly
Dividend Period shall be the period commencing on the
date of initial issuance of shares of the Series A
Preferred Stock (other than Additional Shares (as
defined below)) and ending on October 31, 1997.
(b) Except as provided below, each such dividend
shall be paid in cash on the first day of February,
May, August and November in each year (each a
"Quarterly Dividend Payment Date") commencing on
November 1, 1997, to the holders of record of shares of
Series A Preferred Stock as they appear on the stock
register of the Company on such record date as shall be
fixed by the Board of Directors of the Company or a
duly authorized committee thereof, which date shall be
at least ten (10) but no more than thirty (30) days
preceding the Quarterly Dividend Payment Date
immediately following the relevant Quarterly Dividend
Period. Notwithstanding anything to the contrary
herein, prior to August 1, 2002, all (but not less than
all) dividends payable on any particular Quarterly
Dividend Payment Date may be paid, at the option of the
Company, in lieu of cash, in additional shares of
Series A Preferred Stock ("Additional Shares") with a
Liquidation Preference (as defined below) equal to the
amount of such dividend. Such Quarterly Dividend
Payment Date shall be the original issuance date of
such Additional Shares for purposes of the accrual of
dividends. Prior to each issuance of any Additional
Shares as a dividend on any of the Series A Preferred
Stock, the Company will prepare and mail to each holder
of shares of the Series A Preferred Stock a certificate
setting forth the computation of the number of
Additional Shares issuable in payment of such dividend
to each holder of record of the Series A Preferred
Stock. A dividend payment in Additional Shares shall
not be considered paid if the Company, on the
applicable Quarterly Dividend Payment Date, has not
caused share certificates representing the Additional
Shares issuable in payment of such dividend to be
delivered to the holders of the Series A Preferred
Stock.
(c) The amount of any dividends "accrued" on any
share of the Series A Preferred Stock at any Quarterly
Dividend Payment Date shall be deemed to be the amount
of any unpaid dividends accumulated thereon to and
including such Quarterly Dividend Payment Date, whether
or not earned or declared. Dividends in arrears shall
bear dividends as if such dividends in arrears had been
declared and paid in Additional Shares as set forth
herein. Dividends on account of arrears for any past
Quarterly Dividend Periods may be declared and paid at
any time, without reference to any regular Quarterly
Dividend Payment Date, to holders of record on such
date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of
the Company or a duly authorized committee thereof.
(d) So long as any shares of the Series A
Preferred Stock shall remain outstanding, no dividends
shall be paid or declared, or other distributions made
(upon dissolution or otherwise), whether in cash or
property or in obligations or shares of the Company, on
any shares of the Common Stock or stock of any other
series of Preferred Stock of the Company over which the
Series A Preferred Stock has a priority in the
distribution of assets in the event of any liquidation,
dissolution or winding up of the affairs of the Company
("Junior Preferred Stock") (other than dividends
payable solely in shares of Common Stock or Junior
Preferred Stock), nor shall any shares of the Common
Stock or Junior Preferred Stock be purchased, redeemed,
retired or otherwise acquired by the Company or any
corporation or other entity controlled by the Company
for any consideration of any kind (or any payment made
to or available for a sinking fund for the redemption
of any such securities), and neither the Company nor
any corporation or other entity controlled by the
Company shall incur any obligation for any of the
foregoing.
Section 4. Redemption.
(a) The Company may, at the election of its Board
of Directors, redeem outstanding shares of the Series A
Preferred Stock, in whole at any time or in part from
time to time, at the redemption price of One Hundred
Dollars ($100.00) per share, plus, in each case,
accrued and unpaid dividends through the day
immediately preceding the date fixed for the redemption
of shares of the Series A Preferred Stock (the
"Redemption Date"), but without premium.
(b) At least ten (10) days but not more than
sixty (60) days prior to the Redemption Date, written
notice of such redemption shall be mailed to each
holder of record of shares of the Series A Preferred
Stock to be redeemed, in a postage prepaid envelope
sent by first class mail and addressed to such holder
at its post office address as shown on the records of
the Company; provided, however, that no failure to mail
such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceeding for
the redemption of the shares of the Series A Preferred
Stock to be redeemed.
Each such notice shall state:
(1) the Redemption Date;
(2) the number of shares of the Series A
Preferred Stock to be redeemed and, if less than
all the shares held by such holder are to be
redeemed from such holder, the number of shares to
be redeemed from such holder and the method of
calculating such number;
(3) the cash redemption price (including the
amount of accrued dividends being paid);
(4) the place or places where certificates
for such shares are to be surrendered for payment
of the redemption price; and
(5) that dividends on the shares to be
redeemed shall cease to accrue on such Redemption
Date.
On or after the Redemption Date, each holder of shares
of the Series A Preferred Stock to be redeemed shall
present and surrender its certificate or certificates
for such shares (duly endorsed for transfer or
accompanied by appropriate stock powers) to the Company
at the place designated in such notice and thereupon
the redemption price of such shares shall be paid to or
on the order of the person whose name appears on such
certificate or certificates as the owner thereof. In
case fewer than all the shares represented by such
certificate are redeemed, a new certificate shall be
issued representing the shares that are not redeemed.
From and after the Redemption Date (unless the Company
shall default in payment of the redemption price), all
dividends on the shares of the Series A Preferred Stock
designated for redemption in such notice shall cease to
accrue and all rights of the holders thereof as
stockholders of the Company, except the right to
receive the redemption price thereof (including all
accrued and unpaid dividends up to the Redemption
Date), without interest, upon the surrender of
certificates representing the same, shall cease and
terminate and such shares shall not thereafter be
transferred (except with the consent of the Company) on
the books of the Company and such shares shall not be
deemed to be outstanding for any purpose whatsoever.
(c) If fewer than all of the shares of the Series
A Preferred Stock are to be redeemed, the Board of
Directors of the Company shall select the shares of the
Series A Preferred Stock to be redeemed pro rata (or as
nearly pro rata as practicable); provided, however,
that no fractional shares of the Series A Preferred
Stock shall be redeemed.
Section 5. Liquidation, Dissolution and Winding
Up. In the event of any liquidation, dissolution, or
winding up of the affairs of the Company, whether
voluntary or otherwise, after payment or provision for
payment of the debts and other liabilities of the
Company, the holders of shares of the Series A
Preferred Stock shall be entitled to receive, out of
the remaining net assets of the Company, the amount of
One Hundred Dollars ($100.00) in cash for each share of
the Series A Preferred Stock (the "Liquidation
Preference"), plus an amount equal to all accrued and
unpaid dividends on each such share to the date fixed
for distribution, before any distribution shall be made
to the holders of the Common Stock or any Junior
Preferred Stock. After such payment to the holders of
the Series A Preferred Stock, the holders of the Series
A Preferred Stock shall not be entitled to any
distribution in the event of liquidation, dissolution
or winding up of the affairs of the Company.
Section 6. Additional Issuances of Preferred
Stock. So long as any shares of Series A Preferred
Stock are outstanding, the Company shall not issue any
additional Preferred Stock, other than Junior Preferred
Stock (as defined in Section 3(d) hereof) or additional
shares of Series A Preferred Stock as provided in
Section 3(b) hereof.
* * *
Executed this ____ day of July, 1997.
ARI NETWORK SERVICES, INC.
[Corporate Seal]
Brian E. Dearing,
President and
Chief Executive Officer
This instrument was drafted by
Larry D. Lieberman
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
