As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
EVANS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Texas 74-1613155
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
720 Avenue F North
Bay City, Texas 77404
(409) 245-2424
------------------------------------
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
JERRIEL L. EVANS, SR.
President
Mailing Address: P.O. Box 2480, Bay City, Texas 77404
Physical Address: 720 Avenue F. North, Bay City, Texas 77414
Telephone number: (409) 245-2424
(Name, address and telephone number of agent for service of process)
------------------------------------
Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please 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. / /
<PAGE>
<TABLE>
<CAPTION>
* CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate
Securities to be Registered Registered Per Share(1) Offering Price(1) Amount of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value issuable upon the 412,500 $5.57 $2,297,625 $792.29
exercise of warrants...........................
==================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act") based upon the per share average of high and low sales
prices of the Common Stock on the Nasdaq National Market System on July 10,
1996.
<PAGE>
PROSPECTUS
EVANS SYSTEMS, INC.
412,500 SHARES OF COMMON STOCK
This Prospectus relates to 412,500 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock") of Evans Systems, Inc., a
Texas corporation (the "Company"). The Shares may be offered by certain holders
(the "Selling Stockholders") of presently exercisable warrants to purchase
Common Stock following the exercise of such warrants. The Company will not
receive any proceeds from the sale of the Shares by the Selling Stockholders,
but will receive amounts upon exercise of warrants which amounts will be used
for working capital. The Company has agreed to bear certain expenses (other than
selling commissions and fees and expenses of counsel and other advisors to the
Selling Stockholders) in connection with the registration and sale of the Shares
being offered by the Selling Stockholders.
The Shares may be offered by the Selling Stockholders from time to time
in transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or though broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of the customary commissions). To the extent required, the specific
Shares to be sold, the names of the holders, the public offering price, the
names of such agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement.
The Company's Common Stock is traded on the Nasdaq National Market
System ("Nasdaq") under the symbol ("EVSI"). On July 10, 1996, the closing bid
price for the Common Stock on Nasdaq was $5-1/4.
- --------------------------------------------------------------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS,"
LOCATED AT PAGE 3.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 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 ___, 1996
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"): (i) the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995, (ii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended December 31, 1995 and March 31, 1996.
All documents filed by the Company 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 this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company's Application for registration of its Common Stock under
Section 12(g) of the Exchange Act filed on July 15, 1993, is incorporated by
reference into this Prospectus and shall be deemed to be a part thereof.
Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Such requests should be directed to the Company, P.O. Box 2480, Bay
City, Texas 77404, Attention: J.L. Evans, Jr., telephone number (409) 245-2424.
-2-
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
INHERENT IN, AND AFFECTING THE BUSINESS OF, THE COMPANY BEFORE MAKING AN
INVESTMENT DECISION.
BUSINESS RISKS
DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in
large part on the continued service of its key personnel. In particular, the
loss of the services of J.L. Evans, Sr., President and Chief Executive Officer,
Charles, N. Way, Vice President and Chief Financial Officer, David L. Deerman,
President of ChemWay Systems, Inc. ("ChemWay") and James B. Grover, President of
EDCO Environmental Systems, Inc. ("EDCO"), could have a material adverse effect
on the operations of the Company. The Company has key-man life insurance on the
lives of each of Messrs. Evans, Deerman and Grover in the amount of $1,362,390,
$1,000,000 and $1,000,000, respectively, with the Company named as the sole
beneficiary. The Company has employment agreements with Messrs. J.L. Evans, Sr.,
David L. Deerman and James B. Grover which expire on September 30, 1998,
September 30, 1997 and September 30, 1997, respectively. The Company's future
success and growth also depends on its ability to continue to attract, motivate
and retain highly qualified employees, including those with the expertise
necessary to operate the business of the Company. There can be no assurance that
the Company will be able to attract, motivate and retain such persons.
COMPETITION. The Company competes with other companies in petroleum
marketing, convenience store operations, automotive after-market products, and
environmental remediation. Each of these businesses is highly competitive and
includes competitors with significantly greater resources and better brand-name
recognition than the Company. Gasoline profit margins have a significant impact
on the Company's earnings. The profit margins are often influenced by factors
beyond the Company's control, such as volatility in the wholesale gasoline
market, and are continually influenced by competition. The high degree of
competition in the convenience store business has resulted in bankruptcies and
reorganizations for a number of companies in recent years. Key competitive
factors in convenience store operations include, among others, location, store
management, product selection, pricing, hours of operation, store safety,
cleanliness, and product promotions and marketing. In addition, the
environmental remediation industry is growing and will continue to face
increasing competition as more companies enter the business. There can be no
assurance that the Company will be able to compete successfully in any of these
businesses in the future.
-3-
<PAGE>
CONTROL BY MANAGEMENT. The directors and officers of the Company
beneficially own approximately 57.3% of outstanding shares of the Common Stock,
including shares issuable upon exercise of presently exercisable warrants.
Accordingly, the Company's management, acting together, are in a position to
effectively control the Company, elect all of the Company's directors and
generally direct the affairs of the Company. There is no provision for
cumulative voting of directors.
GOVERNMENT REGULATION AND POTENTIAL LEGISLATION. The Company is subject
to numerous federal, state and local laws, regulations and ordinances. In
addition, various federal, state and local legislative and regulatory proposals
are made from time to time to, among other things, increase the minimum wage
payable to employees, and increase taxes on, and regulation of, the retail sale
of certain products, such as tobacco products and alcoholic beverages. Changes
to such laws, regulations or ordinances may adversely affect the Company's
performance by increasing the Company's costs or affecting its sales of certain
products.
SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities. As of June 30, 1996, a total of approximately 1,640,996
shares of the Company's Common Stock outstanding are "restricted securities" a
term that is defined under Rule 144 of the Securities Act of 1933. In addition,
any unregistered shares issued upon the exercise of outstanding stock options
and warrants, will also be restricted securities. Under certain circumstances
such restricted securities may be sold without registration from time to time
pursuant to Rule 144. The Company is unable to predict the effect that sales of
Common Stock made under Rule 144 or upon the registration of Common Stock may
have on the then prevailing market price of the Common Stock, although it is
likely that such sales of a substantial number of shares would have an adverse
affect on the market price of the Common Stock.
NARROW MARGINS FOR REFINED PETROLEUM PRODUCTS AND MARKET SHARE
CONFLICTS. The distribution of refined petroleum products by the Company is
extremely competitive, with narrow margins, requiring constant, careful
attention, supervision and controls. Management has limited control over the
competitive pricing of petroleum products. Foreign producers and refiners of
petroleum products may from time to time materially affect the available supply
of petroleum products, which could affect pricing and margins. Also, major oil
companies, concerned with maintaining or increasing their respective market
shares, sometimes depress prices and margins to attain or sustain product
volume. These practices impact the earnings and operations of independent
distributors such as the Company from time to time.
-4-
<PAGE>
NO DIVIDENDS. The Company has not paid dividends on its Common Stock
since 1993. The Company currently intends to retain earnings, if any, for use in
the business and does not anticipate paying any dividends to its shareholders in
the foreseeable future. Additionally, the Company's loan agreement with its bank
includes a restriction prohibiting the payment of dividends.
COSTS OF ENVIRONMENTAL COMPLIANCE. The Company incurs ongoing costs to
comply with federal, state and local environmental laws and regulations,
particularly the comprehensive regulatory programs governing underground storage
tanks ("USTs") used in the Company's gasoline operations. In addition, in the
ordinary course of business, the Company periodically detects releases of
gasoline or other regulated substances from USTs it owns or operates. In the
past three fiscal years ended September 30, 1995, the Company recorded expenses
which averaged approximately $59,000 annually, net of the reimbursements from
state trust fund programs, for assessment and remediation activities in
connection with releases into the environment of regulated substances from USTs
at the Company's current or former gasoline facilities. The Company accrues its
estimates of all costs to be incurred for assessment and remediation at the time
they become known. These accruals are adjusted if and when new information
becomes known. Due to the nature of such releases, the actual costs incurred may
vary from these estimates, and the ongoing costs of assessment and remediation
activities may vary significantly from year to year.
In addition, federal and state regulatory programs mandate that all
existing USTs be upgraded or replaced by December 22, 1998 to meet certain
environmental protection requirements. The Company presently estimates that in
addition to the Company's assessment and remediation costs discussed above, it
will make aggregate capital expenditures of approximately $1,100,000 over the
next three fiscal years to comply with upgrading and other UST regulatory
requirements. The actual costs incurred may vary substantially from these
estimates.
GOVERNMENT MANDATED DEMAND FOR ENVIRONMENTAL SERVICES. The demand for
services of EDCO Environmental including the installation and removal of
underground storage tanks and remediation services is largely mandated by
environmental legislation and administrative rules and decisions resulting
therefrom. Federal and State regulatory programs have established certain
improvements necessary for continued use of motor fueling facilities including a
mandate that all existing USTs be upgraded or replaced by December 22, 1998 to
meet certain environmental protection requirements. In addition, the business of
ESI Refrigerant Management Services, a wholly owned subsidiary of the Company,
is also dependent on continued regulation of the production use and dispositions
of refrigerants containing chloroflourocarbons ("CFC's") and hydroflourocarbons
("HCFC's"). Should the regulatory programs ease the burdens of such
-5-
<PAGE>
requirements or minimize enforcement activities related thereto, the demand for
the Company's remediation and refrigerant management services would
significantly drop. Also, many compliance items contain deadlines for adherence
to established regulations. Any action which postpones or terminates these
deadlines may adversely affect the anticipated volume of business.
PRODUCT PHASE-OUTS. Aerosol products, which constitute a large portion
of ChemWay's business, are subject to government mandated changes, replacements,
and withdrawals under the supervision of the EPA and various state agencies.
Also, organized environmental groups are actively promoting the total phase out
of those substances that cause any depletion of the stratospheric ozone layer.
R-12 refrigerant, used in automobile air conditioning systems, is being
progressively phased out pursuant to the Montreal Convention, and scheduled to
be completely replaced with H-134A. The Company believes it has sufficient
sources and markets to maintain combined total future sales of R-12 and H-134A
during the replacement period, but that it will also face similar circumstances
with respect to various products in future years.
PRODUCT OBSOLESCENCE. ChemWay's products are also subject to phase-out
due to product obsolescence or replacements arising out of further research,
government requirements or advances in chemical knowledge.
CHEMICAL MANUFACTURING HAZARDS. ChemWay produces automotive chemical
products in its plant at Bay City, Texas with ingredients which could become the
cause of accidents. Some of its products are highly flammable. Although the
Company takes precautions and has never experienced a fire or other
conflagration, its manufacturing operations are subject to continuing risks.
POTENTIAL ACCIDENTS. The Company and its affiliates own and operate a
petroleum terminal, docks, gasoline storage tanks, fleets of tank trucks,
gasoline mixing facilities as well as wholesale and retail outlets for refined
petroleum products. The presence of flammable and combustible products at these
facilities provides the potential for fires and explosions which could destroy
property and human life. These products, almost all liquids, also have the
potential to impose environmental damage if released.
NATURAL DISASTER. The Company's operations are principally located
along the Texas Gulf coast which is subject to natural disasters such as
hurricanes and tornadoes. Operations of the Company's terminal near Bay City,
Texas were interrupted by flooding of the Colorado river in 1991. The movement
of a major storm through this area could disrupt continued operations and
significantly affect the Company's ability to generate revenues.
LOSS OF REMEDIATION FUNDING. Much of the environmental remediation work
is financed with funding provided in Texas by the
-6-
<PAGE>
Texas Water Commission ("TWC") through gasoline fees. The loss of remediation
funds available to tank owners/operators would also significantly affect the
volume of anticipated business for environmental work.
ENVIRONMENTAL RISKS
The Company's operations, which include (i) distribution and jobbing,
at wholesale and retail, of refined petroleum products, (ii) development,
production and marketing of aerosol and liquid chemical products for
automobiles, (iii) refrigerant recovery and reclamation services and (iv)
investigation, remediation, construction, and replacement of soil, storage
tanks, piping, and other surface and underground facilities (collectively the
above operations are referred to as "Regulated Environmental Activities") are
subject to a variety of United States, federal, state and local laws, rules and
regulations governing the storage, transportation, manufacture, use, discharge,
release and disposal of product and contaminants into the environment or
otherwise relating to the protecting of the environment. These regulations
include, among others, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act
of 1976, as amended ("RCRA"), the Oil Pollution Act of 1990 ("OPA"), the Clean
Air Act of 1970, as amended (the "Clean Air Act"), the Clean Water Act of 1972,
as amended (the "Clean Water Act"), the Toxic Substances Control Act of 1976
("TSCA"), the Emergency Planning and Community Right-to-Know Act ("EPCRA"), the
Occupational Safety and Health Administration Act ("OSHA"), the Texas Clean Air
Act, the Louisiana Environmental Quality Act, Louisiana Air Pollution Control
Regulations, the Texas Solid Waste Disposal Act ("TSWDA"), the Texas Water Code,
and the Texas Oil Spill Prevention and Response Act of 1991 ("OSPRA"). The
Company's Regulated Environmental Activities, by their very nature, give rise to
the potential for substantial environmental risks including:
RISK OF RELEASE OF PETROLEUM AND RELATED PRODUCTS AND WASTES. The
accidental or unintended release or discharge of petroleum and related products
and wastes which results from normal activities at barge facilities, tank farms
and service stations and during the transportation or manufacture of such
products and wastes, or the release or discharge of such products or waste in
excess of permitted levels, may occur despite the stringent operational controls
and procedures established by the Company. Releases or discharge of such
petroleum and related products and associated wastes could contaminate the
environment. Such releases or discharges may give rise to potential liability
under the environmental laws, rules and regulations of the United States,
states, and local jurisdictions relating to contamination or threat of
contamination of air, soil, groundwater and surface waters. Such liability could
expose the Company to fines or other penalties, both civil and criminal, and
could result in the Company
-7-
<PAGE>
being required to institute extensive cleanup and remediation activities.
RISK OF VIOLATION OF ENVIRONMENTAL REGULATIONS. The Company is subject
to numerous environmental laws, rules an regulations covering its Regulated
Environmental Activities. The Company's failure to comply with any applicable
environmental regulations, whether or not intentional, can give rise to fines,
penalties and sanctions, including criminal charges against employees and
management, and may under certain circumstances require the closure of such
non-complying facilities.
RISK OF FUTURE ENVIRONMENTAL REGULATIONS. The environmental laws, rules
and regulations which cover the Company's Regulated Environmental Activities
continue to evolve. Stricter environmental regulations and controls or modified
environmental regulations and controls could impose added costs upon the
operations of the Company, or cause the manufacture, storage, transportation or
sale of the Company's products to become either unprofitable or potentially
illegal.
RISK TO THE ENVIRONMENTAL HEALTH AND SAFETY OF PERSONS. Exposure of the
Company's employees or the public to certain petroleum or hazardous chemicals
and related products or wastes, could result in damage to human health and
safety, and give rise to liability to the Company, thereby impacting the
economic value of the Company.
RISK OF THIRD PARTY ENVIRONMENTAL LIABILITY RESULTING FROM
ENVIRONMENTAL SERVICES PROVIDED BY THE COMPANY. The performance of environmental
investigation, analysis and remediation services by the Company may create a
risk of both short term as well as long term liabilities for the Company. While
the Company endeavors to protect itself from such claims by limiting the types
of services it provides, operating pursuant to contracts designed to protect the
Company, instituting quality control operating procedures and, where
appropriate, insuring against such claims, the Company cannot eliminate the risk
of potential third party liability. As the public's environmental awareness
increases, scientific knowledge expands and regulatory requirements multiply,
the Company's Regulated Environmental Activities could be the subject of future
additional or expanded risks of third party liability.
RISKS RELATING TO ENVIRONMENTAL REIMBURSEMENT PROCEDURES. Certain of
the Company's Regulated Environmental Activities, such as leaking petroleum
storage tank remediation, give rise to a potential for reimbursement of all or a
portion of the amounts expended from applicable governmental reimbursement
programs. Such reimbursement programs are subject to changes in applicable
statutes or the interpretation of the law, which could alter the timing or
availability of reimbursement funds to the Company and its third party clients.
-8-
<PAGE>
THE COMPANY
Evans Oil Company, Inc. was incorporated in Texas in October 1968. In
September 1992, the Company changed its name to Evans Systems, Inc. and has
continued its existence under the laws of the State of Texas. The Company
currently engages in wholesale and retail distribution of refined petroleum
products, convenience store operations, producing and marketing automotive
after-market products and providing environmental remediation services.
The Company's petroleum marketing segment currently sells motor fuels
through 211 retail outlets primarily on the Texas Gulf Coast and in Southwestern
Louisiana. Petroleum marketing requires demanding service and cost-effective
performance. The Company has achieved success by focusing on careful supervision
of personnel and maintenance of corporate equipment and facilities. The Company
believes that being a multi-brand distributor of petroleum products gives the
Company a competitive advantage of flexibility in placing the proper brand for a
location. The Company has agreements to distribute petroleum products of well
known companies including Citgo, Diamond Shamrock, Texaco, Chevron, Phillips 66,
American Petrofina and Exxon. The petroleum marketing segment also supplies
equipment to independently-owned convenience stores and is one of the two master
distributorships of Amoco lubricants in Texas.
Convenience store operations of the Company currently includes 43
stores. The stores merchandise a variety of food and non-food items and most of
the Company's stores also sell petroleum on a self-serve basis. Convenience
stores are a retail service- orientated industry which emphasizes location and
convenience above price and other competitive concerns. During 1995 the Company
entered into co-branding agreements with Blimpie(R) International and Taco
Bell(R) to add fast food facilities to its convenience stores.
ChemWay, a wholly-owned subsidiary of the Company researches, develops,
produces and markets a full-line of automotive after- market products. ChemWay
products are currently marketed in 48 states, Mexico and Canada and are also
sold under private labels which include Hi-Lo Auto Supply L.P., Davidson Oil Co.
and Clark Refining and Marketing, Inc.
In August, 1995 ChemWay purchased ESI Refrigerant Management Services
("ESI") to provide high-speed reclamation of low and high pressure refrigerants.
The acquisition of ESI has enabled the Company to compete in the CFC refrigerant
business which includes supplying refrigerants, analytical testing and
reclamation of used refrigerants. The Company also offers refrigerant banking
along with container and storage services.
EDCO, another wholly-owned subsidiary of the Company is engaged in
servicing owners of UST's. EDCO's services include the removal of leaking and
outdated USTs, related construction, the
-9-
<PAGE>
provision of soil and groundwater remediation services, the sale and
installation of USTs, fuel dispensing equipment and automatic tank gauge systems
for USTs. EDCO also conducts site assessments and engages in environmental
engineering and consulting. EDCO has the exclusive right to market Clean-Age
Minerals, Inc.'s Matrix CA- 6 product in certain geographical areas along the
Texas and Louisiana Gulf Coast. Matrix CA-6 is a natural mineral-based product
used in the remediation of listed hazardous waste.
The Company's executive offices are located at 720 Avenue F North, Bay
City, Texas 77414. The telephone number of the Company is (409) 245-2424.
USE OF PROCEEDS
No net proceeds will be realized by the Company from the sale of the
Shares offered hereby by the Selling Shareholders. The Company will, however,
receive the exercise price of the Warrants when exercised by the holders
thereof. Such proceeds will be used for working capital and other corporate
purposes by the Company.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders. Except as set forth below, none of the Selling
Stockholders has had a material relationship with the Company during the past
three years.
-10-
<PAGE>
<TABLE>
<CAPTION>
No. of Shares of
Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
NAME Prior to Offering Offered (1) After Offering
- ------------------ ------------------------- ----------- -------------------------------
Number Percent
------ -------
(2)
---
<S> <C> <C> <C> <C>
Angel Munoz........................... 50,000 50,000 0 0
Cyndel & Co., Inc.(3)................. 100,000 100,000 0 0
Chatfield Dean & Co., Inc.(4)......... 120,000 120,000 0 0
Carl W. Schafer(5).................... 13,500 7,500 6,000 *
Darlene Jones(6)...................... 221,519 45,000 176,519 5.4
Charles N. Way(7)..................... 48,931 45,000 3,931 *
J.L. Evans, Jr.(8).................... 191,949 22,500 169,449 5.2
Terry W. Evans (9).................... 191,565 22,500 169,065 5.2
</TABLE>
- ---------------------------
* Less than 1%
(1) Consists solely of Common Stock issuable upon the exercise of currently
exercisable warrants.
(2) Excludes treasury shares and assumes the issuance of an aggregate of
412,500 shares of Common Stock offered hereby upon the exercise of
warrants.
(3) Cyndel & Co., Inc. is a consultant to the Company which advises the
Company on management matters and potential candidates for mergers and
acquisitions.
(4) Chatfield Dean & Co., Inc. was the underwriter during the Company's
initial public offering in July, 1993.
(5) Mr. Schafer is a director of the Company.
(6) Ms. Jones is a director and Treasurer of the Company.
(7) Mr. Way is a director, Vice President and Chief Financial Officer of
the Company.
(8) Mr. Evans is the Vice President of corporate relations of the Company.
(9) Mr. Evans is the manager of terminal operations for a subsidiary of the
Company.
There is no assurance that the Selling Stockholders will exercise their
warrants or, if exercised, will otherwise opt to sell any of the Shares offered
hereby. To the extent required, the specific Shares to be sold, the names of the
Selling Stockholders, other additional shares of Common Stock beneficially owned
by such Selling Stockholder, the public offering price of the Shares to be sold,
the names of any agent, dealer or underwriter employed by such Selling
Stockholder in connection with such sale, and any applicable commission or
discount with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement.
The Shares covered by this Prospectus may be sold from time to time so
long as this Prospectus remains in effect; provided, however, that the Selling
Stockholder is first required to contact the Company's Corporate Secretary to
confirm that this Prospectus is in effect. Since a Selling Stockholder may be
liable if he sells Shares when this Prospectus is not in effect, the Company
requires each Selling Stockholder to contact it to confirm that this Prospectus
is then in effect prior to any sale of Shares. The Selling Stockholders expect
to sell the Shares at prices then attainable, less ordinary brokers' commissions
and dealers' discounts as applicable.
The Selling Stockholders and any broker or dealer to or through whom
any of the Shares are sold may be deemed to be underwriters within the meaning
of the Securities Act with respect to the Common Stock offered hereby, and any
profits realized by the Selling
-11-
<PAGE>
Stockholders or such brokers or dealers may be deemed to be underwriting
commissions. Brokers' commissions and dealers' discounts, taxes and other
selling expenses to be borne by the Selling Stockholder are not expected to
exceed normal selling expenses for sales over-the-counter or otherwise, as the
case may be. The registration of the Shares under the Securities Act shall not
be deemed an admission by the Selling Stockholders or the Company that the
Selling Stockholders are underwriters for purposes of the Securities Act of any
Shares offered under this Prospectus.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Continental
Stock Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
This Prospectus covers 412,500 Shares of the Company's Common Stock
issuable upon the exercise of presently exercisable warrants by the Selling
Stockholders. All of the Shares offered hereby are being sold by the Selling
Stockholders. The securities covered by this prospectus may be sold under Rule
144 instead of under this Prospectus. The Company will realize no proceeds from
the sale of the Shares by the Selling Stockholders, but will receive amounts
upon exercise of the warrants, which amounts would be used for working capital
and general corporate purposes.
The distribution of the Shares by the Selling Stockholders is not
subject to any underwriting agreement. The Selling Stockholders may sell the
Shares offered hereby from time to time in transactions in the over-the-counter
market, in negotiated transactions, or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the 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
and/or the purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of the customary commissions). The
Selling Stockholders and any broker-dealers that participate with the Selling
Stockholders in the distribution of the Shares may be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act and any commissions
received by them and any profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act. The Selling
Stockholders will pay any transaction costs associated with effecting any sales
that occur.
-12-
<PAGE>
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Stockholders.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market-making activities with respect to the Company's Common Stock for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-6, 10b-6A and
10b-7, which provisions may limit the timing of the purchases and sales of
shares of Common Stock by the Selling Stockholders.
The Selling Stockholders are not restricted as to the price or prices
at which they may sell their Shares. Sales of such Shares may have an adverse
effect on the market price of the Common Stock. Moreover, the Selling
Stockholders are not restricted as to the number of Shares that may be sold at
any time, and it is possible that a significant number of Shares could be sold
at the same time which may also have an adverse effect on the market price of
the Company's Common Stock.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Stockholders.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company and the Selling Stockholders by Olshan Grundman Frome & Rosenzweig LLP,
New York, New York.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,
-13-
<PAGE>
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at
the following regional offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
upon payment of the fees prescribed by the Commission. In addition, reports,
proxy statements and other information concerning the Company (symbol: EVSI) can
be inspected and copied at the offices of the Nasdaq Stock Market, 1735 K
Street, N.W., Washington, D.C. 20006, on which the Common Stock of the Company
is listed.
The Company has also filed with the Commission a Registration Statement
on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, copies of which
may be obtained from the Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
-14-
<PAGE>
No dealer, salesman or any other person is authorized to give any information or
to make any representations in connection with this offering not 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 any other person.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the Securities offered by this Prospectus
or an offer by any person in any jurisdiction where such an offer or
solicitation is not authorized or is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
its date.
TABLE OF CONTENTS
PAGE
Incorporation of Certain Documents
By Reference......................................... 2
Risk Factors.......................................... 3
The Company............................................ 9
Use of Proceeds........................................ 10
Selling Stockholders................................... 10
Transfer Agent and Register............................ 12
Plan of Distribution................................... 12
Legal Matters.......................................... 13
Available Information.................................. 13
EVANS SYSTEMS, INC.
412,500 SHARES OF COMMON STOCK
PROSPECTUS
July ___, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses which will be paid
by the Company in connection with the securities being registered. With the
exception of the SEC registration fee, all amounts shown are estimates.
SEC registration fee....................................... $ 729.29
Nasdaq listing expenses.................................... 8,250.00
Printing expenses.......................................... 5,000.00
Legal fees and expenses (including Blue
Sky)....................................................... 12,000.00
Accounting Fees and Expenses............................... 1,200.00
Miscellaneous.............................................. 1,000.00
Total............................................. $28,242.29
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ten of the Company's Articles of Incorporation eliminates
personal liability of the Company's directors to the Company or its shareholders
for monetary damages or any action taken or omitted to be taken in the
performance of his duties to the fullest extent permitted under Texas law.
Section 2.02-1 of the Texas Business Corporation Act provides as
follows:
B. A corporation may indemnify a person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding because the person is
or was a director only if it is determined in accordance with Section F of this
article that the person:
(1) conducted himself in good faith;
(2) reasonably believed:
(a) in the case of conduct in his official capacity as a director of
the corporation, that his conduct was in the corporation's best interests; and
(b) in all other cases, that his conduct was at least not opposed to
the corporation's best interests; and
(3) in the case of any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
C. Except to the extent permitted by section E of this article, a
director may not be indemnified under Section B of this article in respect of a
proceeding:
(1) in which the person is found liable on the basis that personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity; or
(2) in which the person is found liable to the corporation.
II-1
<PAGE>
D. The termination of a proceeding by judgment, order, settlement, or
conviction, or on a plea of nolo contendere or its equivalent is not of itself
determinative that the person did not meet the requirements set forth in Section
B of this article. A person shall be deemed to have been found liable in respect
of any claim, issue or matter only after the person shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals therefrom.
E. A person may be indemnified under Section B of this article against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses actually incurred by the person in connection with the
proceeding, but if the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the person,
the indemnification (1) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (2) shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
corporation.
F. A determination of indemnification under Section B of this article
must be made:
(1) by a majority vote of a quorum consisting of directors who at the
time of the vote are not named defendants or respondents in the proceeding;
(2) if such a quorum cannot be obtained, by a majority vote of a
committee of the board of directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two or more directors who
at the time of the vote are not named defendants or respondents in the
proceeding;
(3) by special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in Subsection (1) or (2) of this
section, or, if such a quorum cannot be obtained and such a committee cannot be
established, by a majority vote of all directors; or
(4) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding.
G. Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses must be
made in the manner specified by Subsection (3) of Section F of this article for
the selection of special legal counsel. A provision contained in the articles of
incorporation, the bylaws, a resolution of shareholders or directors, or an
agreement that makes mandatory the indemnification permitted under Section B of
this article shall be deemed to constitute authorization of indemnification in
the manner required by this section even though such provision may not have been
adopted or authorized in the same manner as the determination that
indemnification is permissible.
II-2
<PAGE>
H. A corporation shall indemnify a director against reasonable expenses
incurred by him in connection with a proceeding in which he is a named defendant
or respondent because he is or was a director if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding.
I. If, in a suit for the indemnification required by Section H of this
article, a court of competent jurisdiction determines that the director is
entitled to indemnification under that section, the court shall order
indemnification and shall award to the director the expenses incurred in
securing the indemnification.
J. If, upon application of a director, a court of competent
jurisdiction determines, after giving any notice the court considers necessary,
that the director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he has met the requirements
set forth in Section B of this article or has been found liable in the
circumstances described by Section C of this article, the court may order the
indemnification that the court determines is proper and equitable; but if the
person is found liable to the corporation or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification
shall be limited to reasonable expenses actually incurred by the person in
connection with the proceeding.
K. Reasonable expenses incurred by a director who was, is, or is
threatened to be made a named defendant or respondent in a proceeding may be
paid or reimbursed by the corporation, in advance of the final disposition of
the proceeding and without the determination specified in Section F of this
article or the authorization or determination specified in Section G of this
article, after the corporation receives a written affirmation by the director of
his good faith belief that he has met the standard of conduct necessary for
indemnification under this article and a written undertaking by or on behalf of
the director to repay the amount paid or reimbursed if it is ultimately
determined that he has not met that standard or if it is ultimately determined
that indemnification of the director against expenses incurred by him in
connection with that proceeding is prohibited by Section E of this article. A
provision contained in the articles of incorporation, the bylaws, a resolution
of shareholders or directors, or an agreement that makes mandatory the payment
or reimbursement permitted under this section shall be deemed to constitute
authorization of that payment or reimbursement.
L. The written undertaking required by Section K of this article must
be an unlimited general obligation of the director but need not be secured. It
may be accepted without reference to financial ability to make repayment.
M. A provision for a corporation to indemnify or to advance expenses to
a director who was, is, or is threatened to be made a named defendant or
respondent in a proceeding, whether contained in the articles of incorporation,
the bylaws, a resolution of
II-3
<PAGE>
shareholders or directors, an agreement, or otherwise, except in accordance with
Section R of this article, is valid only to the extent it is consistent with
this article as limited by the articles of incorporation, if such a limitation
exists.
N. Notwithstanding any other provision of this article, a corporation
may pay or reimburse expenses incurred by a director in connection with his
appearance as a witness or other participation in a proceeding at a time when he
is not a named defendant or respondent in the proceeding.
O. An officer of the corporation shall be indemnified as, and to the
same extent, provided by Sections H, I, and J of this article for a director and
is entitled to seek indemnification under those sections to the same extent as a
director. A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may indemnify
and advance expenses to directors under this article.
P. A corporation may indemnify and advance expenses to persons who are
not or were not officers, employees, or agents of the corporation but who are or
were serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise to the same
extent that it may indemnify and advance expenses to directors under this
article.
Q. A corporation may indemnify and advance expenses to an officer,
employee, agent, or person identified in Section P of this article and who is
not a director to such further extent, consistent with law, as may be provided
by its articles of incorporation, bylaws, general or specific action of its
board of directors, or contract or as permitted or required by common law.
R. A corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or who is or was serving at the request of the
corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or any other enterprise, against any liability asserted against
him and incurred by him in such a capacity or arising out of his status as such
a person, whether or not the corporation would have the power to indemnify him
against that liability under this article. If the insurance or other arrangement
is with a person or entity that is not regularly engaged in the business of
providing insurance coverage, the insurance or arrangement may provide for
payment of a liability with respect to which the corporation would not have the
power to indemnify the person only if coverage for the additional liability has
been approved by the shareholders of the corporation. Without limiting the power
of the corporation to procure or maintain any
II-4
<PAGE>
kind of insurance or other arrangement, a corporation may, for the benefit of
persons indemnified by the corporation, (1) create a trust fund; (2) establish
any form of self-insurance; (3) secure its indemnity obligation by grant of a
security interest or other lien on the assets of the corporation; or (4)
establish a letter of credit, guaranty, or surety arrangement. The insurance or
other arrangement may be procured, maintained, or established within the
corporation or with any insurer or other person deemed appropriate by the board
of directors regardless of whether all or part of the stock or other securities
of the insurer or other person are owned in whole or part by the corporation. In
the absence of fraud, the judgment of the board of directors as to the terms and
conditions of the insurance or other arrangement and the identity of the insurer
or other person participating in an arrangement shall be conclusive and the
insurance or arrangement to liability, on any ground, regardless of whether
directors participating in the approval are beneficiaries of the insurance or
arrangement.
S. Any indemnification of or advance of expenses to a director in
accordance with this article shall be reported in writing to the shareholders
with or before the notice or waiver of notice of the next shareholders' meeting
or with or before the next submission to shareholders of a consent to action
without a meeting pursuant to Section A, Article 9.10, of this Act and, in any
case, within the 12-month period immediately following the date of the
indemnification or advance.
T. For purposes of this article, the corporation is deemed to have
requested a director to serve an employee benefit plan whenever the performance
by him of his duties to the corporation also imposes duties on or otherwise
involves services by him to the plan or participants or beneficiaries of the
plan. Excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law are deemed fines. Action taken or omitted by him
with respect to an employee benefit plan in the performance of his duties for a
purpose reasonably believed by him to be in the interest of the participants and
beneficiaries of the plan is deemed to be for a purpose which is not opposed to
the best interests of the corporation.
U. The articles of incorporation of a corporation may restrict the
circumstances under which the corporation is required or permitted to indemnify
a person under Section H, I, J, O, P, or Q of this article.
See Item 17(a) below for information regarding the position of the
Commission with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended. The Company does not
maintain a directors and officers insurance policy.
II-5
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
EXHIBIT NO.
*4.1 Form of Common Stock Certificate.
5.1 Opinion of Olshan Grundman Frome & Rosenzweig LLP
with respect to legality of the Common Stock.
23.1 Consent of Olshan Grundman Frome & Rosenzweig LLP,
included in Exhibit No. 5.
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney, included on the signature page to
this Registration Statement.
- -----------------
* Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended, filed with the Commission on July 16, 1993 (Commission
File No. 33-62684).
ITEM 17. UNDERTAKINGS.
(a) 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 an 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.
(b) 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 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to 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.
II-6
<PAGE>
(4) That, for purposes of determining any liability under the
Securities Act of 1933, 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 of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bay City, State of Texas on the 16th day of July,
1996.
EVANS SYSTEMS, INC.
By: /S/ JERRIEL L. EVANS, SR.
-------------------------
Jerriel L. Evans, Sr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J.L. EVANS, SR. and CHARLES N. WAY, his
true and lawful attorney-in-fact, each acting alone, 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, including post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting along, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JERRIEL L. EVANS, SR. Chairman of the Board
- ---------------------------------- and Chief Executive July 16, 1996
Jerriel L. Evans, Sr. Officer
/S/ CHARLES N. WAY Vice President and Chief
- ---------------------------------- Financial Officer July 16, 1996
Charles N. Way
/S/ MAYBELL H. EVANS Director July 16, 1996
- ----------------------------------
Maybell H. Evans
/S/ DARLENE E. JONES Director July 16, 1996
- ----------------------------------
Darlene E. Jones
/S/ DAVID L. DEERMAN Director July 16, 1996
- ----------------------------------
David L. Deerman
/S/ JAMES B. GROVER Director July 16, 1996
- ----------------------------------
James B. Grover
/S/ CARL W. SCHAFER Director July 16, 1996
- ----------------------------------
Carl W. Schafer
/S/ PETER J. LOSAVIO, JR. Director July 16, 1996
- ----------------------------------
Peter J. Losavio, Jr.
II-8
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753 7200
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Evans Systems, Inc. - Registration
Statement on Form S-3 filed July 16, 1996
-----------------------------------------
Dear Sir or Madam:
We are counsel to Evans Systems, Inc. (the "Registrant"). We
furnish this opinion in connection with the above-referenced Registration
Statement relating to an aggregate of 412,500 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock") of the Registrant. The
Shares will be issued by the Registrant upon the exercise of outstanding
warrants by the Selling Shareholders named in the Registration Statement.
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation and By-laws of the Registrant, minutes of meetings of the Board of
Directors and stockholders of the Registrant and such other documents,
instruments and certificates of officers and representatives of the Registrant
and public officials, and we have made such examination of the law, as we have
deemed appropriate as the basis for the opinion hereinafter expressed. In making
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to
<PAGE>
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
July 16, 1996
Page -2-
original documents of documents submitted to us as certified or photostatic
copies.
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and will be validly issued, fully paid and
non-assessable, subject, however, to receipt by the Registrant of the exercise
price for the warrants.
We hereby consent to use of this opinion in the Registration
Statement and Prospectus, and to the use of our name in the Prospectus under the
caption "Legal Matters".
Very truly yours,
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
--------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
December 8, 1995 appearing on page F-2 of Evans Systems, Inc.'s Annual Report on
Form 10-K for the year ended September 30, 1995.
/S/ PRICE WATERHOUSE LLP
------------------------
