AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1996.
REGISTRATION NO. 333-[_____]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
GOLDEN EAGLE GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 4712
(State or other jurisdiction (Primary standard industrial
of incorporation or organization) classification code number)
----------------------
65-0353755
(I.R.S. Employer
Identification No.)
120 STANDIFER DRIVE
HUMBLE, TEXAS 77338
(713) 446-2656
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
----------------------
PATRICK H. WESTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GOLDEN EAGLE GROUP, INC.
120 STANDIFER DRIVE
HUMBLE, TEXAS 77338
(713) 446-2656
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
With a Copy to:
DAVID S. PETERMAN, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1900 PENNZOIL PLACE-SOUTH TOWER
711 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 220-5800
----------------------
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 to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 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 REGISTERED OFFERING PRICE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 920,000 shares $3.25 $2,990,000 $1,031
per share, Issuable upon
Exercise of Warrants
Common Stock, par value $.01 838,000 shares
per share, Offered for the $4.75 $3,980,500 $1,372
Account of Security Holders
================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(a) solely for the purpose of calculating the
registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404 AND ITEM 501
OF REGULATION S-K
<TABLE>
<CAPTION>
FORM S-3 ITEM NUMBER AND CAPTION LOCATION OR CAPTION IN PROSPECTUS
<S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus................. Front Cover Page of Registration
Statement; Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Page of
Prospectus............................................. Inside Front and Outside Back Cover
Pages of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.............................. Risk Factors
4. Use of Proceeds........................................ Use of Proceeds
5. Determination of Offering Price........................ Plan of Distribution
6. Dilution............................................... Not Applicable
7. Selling Security Holders............................... Use of Proceeds; Principal and Selling
Stockholders; Plan of Distribution;
Incorporation of Certain Documents by
Reference
8. Plan of Distribution................................... Plan of Distribution
9. Description of Securities to be Registered............. Incorporation of Certain Documents by
Reference
10. Interests of Named Experts and Counsel................. Legal Matters; Experts
11. Information With Respect to the Registrant............. Outside Front and Inside Cover Pages;
Prospectus Summary; The Company;
Risk Factors; Principal and Selling
Stockholders; Incorporation of Certain
Documents by Reference
12. Incorporation of Certain Information by
Reference.............................................. Available Information; Incorporation of
Certain Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities......... Not Applicable
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 1996
PROSPECTUS
1,758,000 SHARES
GOLDEN EAGLE GROUP, INC.
Common Stock
This Prospectus covers an aggregate of 1,758,000 shares of Common
Stock, par value $.01 per share (the "Common Stock") of Golden Eagle Group,
Inc., a Delaware corporation (the "Company"). Of such shares, 920,000 shares of
Common Stock are offered by the Company for issuance to holders of Warrants (the
"Warrants") to purchase Common Stock for $3.25 per share expiring on November
23, 1997, and 838,000 shares of Common Stock are offered by the holders thereof
(the "Selling Stockholders"). The Company will not receive any proceeds from the
sale of shares of Common Stock by the Selling Stockholders. See "Selling
Stockholders." The Company will receive proceeds only upon the exercise of the
Warrants by warrant holders.
The Selling Stockholders may sell the Common Stock offered hereby in
open market or block transactions or otherwise in accordance with the rules of
Boston Stock Exchange or the National Association of Securities Dealers, Inc.
(the "NASD"), or in private transactions, at prices related to the prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of shares for whom
such broker-dealers may act as agent or to whom they sell as principal or both.
Upon any sale of shares of Common Stock offered hereby, the Selling Stockholders
and participating broker-dealers or selling agents may be deemed to be
"underwriters" as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), in which event any discounts, concessions or commissions
they receive, which are not expected to exceed those customary in the types of
transactions involved, or any profit on resales of such Common Stock by them,
may be deemed to be underwriting commissions or discounts under the Securities
Act. To the extent required, the specific shares of Common Stock to be sold,
names of the Selling Stockholders, purchase price, public offering price, the
names of any such broker-dealer or selling agent and any applicable commission
or discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution."
The Common Stock and Warrants are listed on the automated quotation
system of the NASD for small capitalization stocks (the "NASDAQ SmallCap
Market") under the symbols "GEGP" and "GEGPW," respectively, and listed on the
Boston Stock Exchange under the symbols "GEG" and "GEGW," respectively. On
September 17, 1996, the average bid and asked price of the Common Stock as
reported by the NASDAQ SmallCap Market was $4.75 and the last reported sales
price of the Common Stock on the Boston Stock Exchange was $4.88 per share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.
---------------------
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.
---------------------
==============================================================================
Price to Proceeds to Proceeds to Selling
Public(1) Company(2)(3) Stockholders(4)
- ------------------------------------------------------------------------------
Per share.......... 3.25
Total Maximum...... 2,990,000
==============================================================================
(1) The Selling Stockholders may from time to time effect the sale of their
Common Stock at prices and at terms then prevailing or at prices related to
the then-current market price. The Common Stock of the Company is traded on
the NASDAQ SmallCap Market under the symbol "GEGP" and on the Boston Stock
Exchange under the symbol "GEG." On September 17, 1996, the average bid and
asked price of the Common Stock as reported by the NASDAQ SmallCap Market
was $4.75 per share, and the last reported sales price of the Common Stock
on the Boston Stock Exchange was $4.88 per share. The Common Stock sold
upon issuance of the Warrants will be sold for $3.25 per share.
(2) The Company will receive proceeds only on the exercise of Warrants and will
not receive any proceeds from the sales of the Common Stock.
(3) Without deduction of expenses for the offering (all of which will be borne
by the Company), estimated to be approximately $30,000.
(4) The Selling Stockholders will receive proceeds based on the market price of
the Common Stock at the time(s) of sale. The Selling Stockholders may pay
regular broker' commissions in cash at the time(s) of the sale of their
Common Stock. See "Plan of Distribution" for information concerning
indemnification of Selling Stockholders.
The date of this Prospectus is , 1996.
<PAGE>
UNCERTAINTY OF FORWARD LOOKING STATEMENTS
This Prospectus, including any documents that are incorporated by reference
as set forth in "Available Information," contains forward looking statements.
Such statements are typically punctuated by words or phrases such as
"anticipate," "estimate," "projects," "should," "may," "management believes,"
and words or phrases of similar import. Such statements are subject to certain
risks, uncertainties or assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Among the key factors that may have a direct bearing on the Company's
results of operations and financial condition are: (i) the Company's dependence
on current management, (ii) competitive practices in the industries in which the
Company competes, (iii) the impact of current and future laws and governmental
regulations affecting the transportation industry in general and the Company's
operations in particular, and (iv) international economic and political
conditions. See "Risk Factors."
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 and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at its offices at Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549-1004, as well as the Regional Offices
of the Commission located at 7 World Trade Center, New York, NY 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Ill
60661-2511. Copies of such material can 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., Washington, DC 20549-1004 and may also be
obtained from the website that the Commission maintains at http:||www.sec.gov.
In addition the Common Stock is listed on both the Boston Stock Exchange and the
NASDAQ SmallCap Market, and the Company's registration statements, reports,
proxy and information statements and other information may also be inspected at
the offices of the Boston Stock Exchange, and the NASDAQ SmallCap Market.
This Prospectus, which constitutes a part of a registration statement (the
"Registration Statement") the Company has filed with the Commission under the
Securities Act, omits certain information set forth in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
securities offered hereby. Statements contained herein concerning the provisions
of such documents are necessarily summaries of such documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Copies of the Registration
Statement and the exhibits thereto are on file at the Commission's offices and
may be obtained upon payment of the fee prescribed by the Commission, or may be
examined without charge at the Commission's public reference facilities
described above.
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company (File No.
1-11480) with the Commission pursuant to the Exchange Act are incorporated by
reference and made a part of this Prospectus: (a) the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995; (b) the Company's Proxy
Statement, dated May 25, 1996 relating to the 1995 Annual Meeting of
Stockholders; (c) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996; and (d) the description of the Common
Stock contained in the Company's Registration Statement on Form S-18 filed with
the Commission on August 3, 1992 and amended in filings with the Commission on
October 1, 1992, November 12, 1992, November 16, 1992, and November 23, 1992.
All reports and other documents the Company files pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of Common Stock hereunder shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the filing date of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent a statement contained herein, or in any other subsequently filed document
that also is incorporated or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. Subject to the foregoing, all information
appearing in this Prospectus is qualified in its entirety by the information
appearing in the documents incorporated herein by reference.
The Company will provide a copy of the documents incorporated by reference
herein (other than exhibits to such documents) without charge to each person to
whom this Prospectus is delivered, upon written or oral request by such person.
Requests should be addressed to: Golden Eagle Group, Inc., 120 Standifer Drive,
Humble, Texas 77338 and the telephone number is (713) 446-2656.
THE OFFERING
Common Stock Offered by the Selling
Stockholders...................................... 838,000 Shares
Common Stock Offered by the Company Upon Up to 920,000 Shares
Exercise of Warrants..............................
Common Stock Outstanding After the Offering (1)... 6,600,000 Shares
Use of Proceeds from Exercise of Warrants......... Working capital and general
corporate purposes
Boston Stock Exchange Symbol...................... GEG and GEGW
NASDAQ Market Symbol.............................. GEGP and GEGPW
- -----------------------------------------------------
(1) Excludes outstanding warrants and options to purchase 426,500 shares of
Common Stock at a weighted average of $2.27 per share.
3
THE COMPANY
Golden Eagle Group, Inc., a Delaware corporation (the "Company") through
its wholly-owned subsidiaries, is in the business of providing international
transportation logistics and related services. The Company provides logistics
services and international ocean and air freight forwarding, primarily for
shipments from Texas to Europe, the Middle East, the Far East, Russia/CIS and
Africa, from the Washington D.C. area to Europe and Asia and shipments from
Miami to Central and South America and the Caribbean, as well as shipments from
the Company's other facilities in the United States, and incidental services
such as packing, crating and warehousing. As a freight forwarder, the Company
plans and facilitates the shipment of goods and merchandise from point of
origination to destination by securing ocean or air cargo space, arranging for
delivery of goods to carriers and preparing shipping and customs documentation.
The Company is also a licensed customs broker.
The Company maintains its principal office in Houston and branch offices in
Miami, San Francisco, Los Angeles, Chicago, New York City (JFK), Washington
D.C., Baltimore and Laredo and services overseas points of destination or
origination through a network of international freight forwarders who act as
local agents for the Company.
The Company, a successor to a business established in 1979, was
incorporated in Delaware on June 29, 1992. Unless the context requires
otherwise, the "Company" refers to Golden Eagle Group, Inc. and its consolidated
subsidiaries, including DAHER America, Inc. and WTT.
The Company's executive offices are at 120 Standifer Drive, Humble, Texas
77338 and its telephone number is (713) 446-2656.
RISK FACTORS
Prospective investors should carefully consider the following factors, in
addition to the other information in this Prospectus, when contemplating an
investment in the Common Stock.
DEPENDENCE ON MANAGEMENT. The Company is dependent upon the continued
services of Patrick H. Weston, its President and Chief Executive Officer. The
loss of the services of Mr. Weston could have a material adverse effect upon the
Company.
MATERIAL DEPENDENCE ON AGENTS. The Company relies on a network of
independent freight forwarders who act as agents to provide required services in
overseas points of destination or origination, including receiving shipments and
arranging for the delivery to consignees and preparing and assisting in the
processing of shipping and foreign customs documentation. Many of such agents
are retained under oral agreements or pursuant to written agreements terminable
at will. Although certain agents are retained on an exclusive basis, many agents
are non-exclusive and may also provide services to the Company's competitors.
The Company is dependent upon its ability to maintain a satisfactory network of
agents, which in some respects is beyond the Company's control, to furnish
services successfully to its customers in foreign countries.
OPERATIONS IN FOREIGN COUNTRIES. International trade is influenced by many
factors, including economic and political conditions in the United States and
abroad, currency exchange rates, and United States and foreign laws and policies
relating to tariffs, trade restrictions, foreign investments and taxation. Doing
business in foreign countries also subjects the Company to a variety of risks
and considerations not normally encountered by domestic enterprises. In addition
to being affected by governmental policies
4
concerning international trade, the Company's business may also be affected by
political developments and changes in government personnel or policies in the
nations in which it does business. In addition, a substantial portion of the
Company's business involves exports from the United States. Any significant
strengthening of the dollar might have a negative effect upon exports, thereby
requiring the Company to shift the focus of its business to imports. No
assurance can be given that it could successfully do so.
COMPETITION. The Company operates in a highly competitive industry. There
are many ocean and air freight forwarders and customs brokers which compete
directly with the Company. Many of the Company's competitors have greater
financial and other resources than does the Company. There can be no assurance
that the Company will be able to continue to compete effectively.
GOVERNMENT REGULATION. The Company is required to obtain certain permits
and licenses from, and certain aspects of its operations are subject to
regulation by, governmental agencies such as the Department of Transportation,
the Federal Maritime Commission, the Federal Aviation Administration and the
Department of the Treasury. The Company does not believe that current government
regulation of its business activities imposes significant economic restraints
upon its existing operations. However, the loss of certain of its permits and
licenses and/or the imposition of new regulations could have a material adverse
effect on its business.
CONTROL BY CURRENT STOCKHOLDERS. Assuming exercise of all of the Warrants
and options outstanding, entities controlled by Patrick Daher, a director of the
Company, will beneficially own or exercise voting control over approximately
37.5% of the Company's then issued and outstanding shares of Common Stock.
Inasmuch as the Company's Certificate of Incorporation does not provide for
cumulative voting, Mr. Daher will most likely be able to elect all of the
Directors of the Company and control its affairs.
LACK OF LIQUIDITY. The Common Stock currently trades on both the Boston
Stock Exchange and the NASDAQ SmallCap Market. Given the nature of small
capitalization stocks, there can be no assurance that a highly liquid market
will exist at the time of resale of the securities.
AUTHORIZATION OF PREFERRED STOCK. The Company's Certificate of
Incorporation authorizes the issuance of "blank check" preferred stock with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock. Upon
an issuance, the preferred stock could be used, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention to issue any shares of
its preferred stock, there can be no assurance that the Company will not do so
in the future.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sales of Common
Stock by Selling Stockholders. The likelihood of the Company receiving any
proceeds from the exercise of the warrants increases as the market price of the
Company's stock increases above the exercise price of the Warrants. If the
market price of the Common Stock does not increase to the required levels, the
Company will most likely not receive any proceeds from this offering. Assuming
the full exercise of the warrants to purchase 920,000 shares at $3.25 per share
(expiring on November 23, 1997) the net proceeds to the Company
5
from the sale of 920,000 shares issuable upon exercise of the warrants would be
approximately $2,960,000 after deducting expenses payable by the Company.
The Common Stock covered by this Prospectus that is issuable upon exercise
of the Warrants is being registered solely to prepare for execution of Warrants
by warrant holders. The Company is not using the Common Stock to finance any
specific projects. The proceeds raised from the exercise of the Warrants will be
combined with other working capital and be applied to general corporate
purposes.
SELLING STOCKHOLDERS
The following table reflects the beneficial ownership of the Common Stock
as of September 17, 1996 with respect to each of the Selling Stockholders.
<TABLE>
<CAPTION>
SHARES OWNED SHARES TO BE OWNED
BENEFICIALLY PRIOR SHARES TO BENEFICIALLY AFTER THE
TO THE OFFERING(2) BE SOLD IN OFFERING(2)
-------------------------- THE -----------------------------
NAME OF BENEFICIAL OWNER(1) NUMBER PERCENT OFFERING NUMBER PERCENT
------------ ------------ --------------- --------------- ------------
<S> <C> <C> <C> <C>
Howard Bronson 4,000 * 4,000 0 0
Brent M. Burns 7,500 * 7,100 0 0
Steven Kessler 4,000 * 4,000 0 0
Jack Moore 200,000 3.5 200,000 0 0
Michael Moore 200,000 3.5 200,000 0 0
David R. Pulk 15,000 * 15,000 0 0
Jack F. Ryan 18,000 * 18,000 0 0
Henry Youngblood 400,000 7.0 400,000 0 0
------------ ------------ --------------- --------------- ------------
Total 838,000 838,000 0
============ =============== ===============
</TABLE>
* Less than 1%
(1) Shares of Common Stock that are not outstanding but that can be acquired by
a person upon exercise of an option with 60 days are included in computing
the percentage for such person but are not included in computing the
percentage for any other person.
The following persons have the indicated relationship with the Company: (i)
David R. Pulk is a Senior Vice President of the Company, (ii) Jack F. Ryan is a
branch manager of the Company, (iii) Jack Moore is a Vice President of World
Trade Transport of Virginia, Inc. ("WTT"), a wholly owned subsidiary of the
Company, (v) Michael Moore is a Vice President of WTT and (vi) Howard Bronson
and Steven Kessler are financial and public affairs consultants to the Company.
Except as described above, none of the above security holders has held any
position, office or had any other material relationship with the Company or its
affiliates in the past three years. In July of 1995, the Company acquired all of
the outstanding capital stock of WTT, a privately held full-service regional
freight forwarder and customs broker. Pursuant to the Agreement and Plan of
Merger, Jack Moore, Michael Moore and Henry Youngblood, WTT's stockholders,
conveyed their stock to the Company in exchange for the issuance of an aggregate
of 800,000 shares of Common Stock and $1.0 million in cash.
6
PLAN OF DISTRIBUTION
SECURITIES BEING REGISTERED
The following securities are being registered pursuant to this Prospectus:
1. The resale of 4,000 shares owned by Howard Bronson acquired as payment
for financial services rendered.
2. The resale of 4,000 shares owned by Steve Kessler as payment for
financial services rendered.
3. The resale of 18,000, 7,500 and 4,500 shares owned by Jack F. Ryan,
Brent M. Burns and David R. Pulk, respectively, which were acquired in
connection with the exchange of certain assets.
4. The resale of 200,000, 200,000 and 400,000 by Jack Moore, Michael Moore
and Henry Youngblood, respectively, acquired in July 1995 as partial
payment for all of the outstanding stock of WTT.
5. The sale by the Company of up to 920,000 shares that may be acquired by
certain persons upon the exercise of Warrants.
PLAN OF DISTRIBUTION
It is anticipated that the Selling Stockholders may sell the shares of
Common Stock offered hereby in open market or block transactions or otherwise in
accordance with the regulations of the NASDAQ SmallCap Market and the Boston
Stock Exchange, or in private transactions, at prices related to prevailing
market prices or at negotiated prices. The methods by which the shares offered
hereby may be sold include: (a) a block trade attempt (which may involve
crosses) in which the broker or dealer so engaged will attempt to sell
securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account; (c) exchange
distributions and/or secondary distributions in accordance with the rules of the
NASDAQ SmallCap Market and the Boston Stock Exchange; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases; and (e)
privately negotiated transactions.
Upon any sale of the shares of Common Stock offered hereby, the Selling
Stockholders and participating broker-dealers or selling agents may be deemed to
be "underwriters" as that term is defined in the Securities Act, in which event
any discount, concessions, or commissions they receive, which are not expected
to exceed those customary in the types of transactions involved, or any profit
on resales of such Common Stock by them, may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company will not receive
any of the proceeds from the sale by Selling Stockholders of the shares offered
hereby.
There is no assurance that the Selling Stockholders will sell any or all of
the shares offered hereby. Upon a material change in the plan of distribution
disclosed in this Prospectus, the Selling Stockholders will not be able to
effect transactions in the Common Stock pursuant to this Prospectus until such
time as a post-effective amendment to the Registration Statement is filed with,
and declared effective by, the Commission.
7
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act, and to
contribute to certain payments the Selling Stockholders may be required to make
in respect thereof.
DESCRIPTION OF SECURITIES
The securities of the Company, including the Common Stock, warrants, and
preferred stock are described at length in the prospectus filed with the
Commission (File No. 33-49878-A) and dated November 24, 1992.
RECENT DEVELOPMENTS
There have been no material changes in the Company's affairs since the
filing of the Company's Quarterly Reports on Form 10-Q for the quarter ended
June 30, 1996 which report has been incorporated herein by reference.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Houston,
Texas.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended incorporated by reference in this Prospectus and elsewhere
in the Registration Statement, have been incorporated herein in reliance on the
report of Coopers & Lybrand, L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
8
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or by any agent. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to purchase, any securities
other than the securities to which it relates or an offer to or a solicitation
of any person in any jurisdiction where such an 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 herein is correct as of any time subsequent to the date
hereof.
------------
TABLE OF CONTENTS
Page
Prospectus
Available Information.........................
Incorporation of Certain Documents
by Reference................................
The Offering
The Company...................................
Investment Considerations.....................
Use of Proceeds...............................
Plan of Distribution..........................
Selling Stockholders..........................
Recent Developments...........................
Legal Matters.................................
Experts.......................................
1,758,000 Shares
GOLDEN EAGLE GROUP, INC.
Common Stock
PROSPECTUS
1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows. All of the amounts
except the SEC registration fee are estimates.
Item Amount
- -------------------------------------------- ------------------------
SEC registration fee......................
Legal fees and expenses...................
Accounting fees and expenses..............
Printing expenses.........................
Blue Sky fees.............................
Miscellaneous.............................
------------------------
Total...................................
========================
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated ByLaws provide that the directors and officers of the
Registrant shall be indemnified by the Registrant against certain liabilities
that those persons may incur in their capacities as directors or officers.
Furthermore, the Registrant's Restated Certificate of Incorporation eliminates
the liability of directors of the Registrant, under certain circumstances, to
the maximum extent permitted by the Delaware General Corporation Law.
Item 16. EXHIBITS.
*5.1 Legal Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
regarding legality of securities being registered.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (to be
included in Exhibit 5.1).
24.1 Power of Attorney (filed with signature page).
- -------------
* To be filed by amendment
All other schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements or noted therein.
Item 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to the Registrant's directors, officers and
controlling persons 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
Securities Act and is, therefore, unenforceable.
II - 1
If a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Humble,
State of Texas, on September 6, 1996.
GOLDEN EAGLE GROUP, INC.
By: /S/ PATRICK H. WESTON
Name: Patrick H. Weston
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Patrick H. Weston and Donald A. Nodorft
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead in any and all
capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file same, with all exhibits
thereto, and all documents in connection therewith, with such changes as they
may deem appropriate, 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 requisite and necessary to be done
to comply with the provisions of the Securities Act of 1933, as amended, and all
rules, regulations and requirements of the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and agents and
each of them, and their or his substitutes, may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ PATRICK M. DAHER Chairman of the Board of September 6, 1996
Patrick M. Daher Directors
/S/ PATRICK H. WESTON Chief Executive Officer, September 6, 1996
Patrick H. Weston President and Director
(Principal Executive Officer)
/S/ GARY M. GOLDFARB Executive Vice President- September 6, 1996
Gary M. Goldfarb Corporate Development,
Director
/S/ CARLOS A. MACALUSO Executive Vice President-Sales September 6, 1996
Carlos A. Macaluso and Marketing, Director
/S/ WILLIAM G. GOLDFARB Director September 6, 1996
William G. Goldfarb
/S/ KEITH BATES Director September 6, 1996
Keith Bates
/S/ JOHN DARDEN Director September 6, 1996
John Darden
/S/ DONALD A. NODORFT Vice President, Finance and September 6, 1996
Donald A. Nodorft Chief Accounting Officer
(Principal Financial and
Account Officer)
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Golden Eagle Group, Inc. on Form S-3 of our report dated February 14, 1996, on
our audits of the consolidated financial statements of Golden Eagle Group, Inc.
and subsidiaries as of December 31, 1995 and 1994, and for the years then ended,
which report is included in the Company's 1995 Annual Report on Form 10-KSB.
COOPERS & LYBRAND L.L.P.
Miami, Florida
September 17, 1996
