<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. 33-81035
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORRPRO COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1422570
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1090 Enterprise Drive
Medina, Ohio 44256
(330) 723-5082
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Joseph W. Rog
Chairman of the Board, President and Chief Executive Officer
Corrpro Companies, Inc.
1090 Enterprise Drive
Medina, Ohio 44256
(330) 723-5082
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code of
Agent for Service)
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Copies to:
Albert N. Salvatore, Esq.
McDonald, Hopkins, Burke & Haber Co., L.P.A.
2100 Bank One Center
600 Superior Avenue, E.
Cleveland, Ohio 44114-2653
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Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement
<PAGE> 2
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, 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, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) of the Securities Act, check the following box and list the
Securities Act registration statement 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, check
the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of each class Proposed maximum Proposed maximum
of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price registration fee
================================================================================================================================
<S> <C> <C> <C> <C>
Common Shares,
without par value 529,685 Shares $8.625 $4,568,534 $1,655.27 (2)
============================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(c) under
the Securities Act of 1933, as amended, based upon the average of the
low and high prices of the Registrant's Common Shares as reported on
the New York Stock Exchange on July 29, 1996.
(2) Previously paid.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
<PAGE> 3
CORRPRO COMPANIES, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-3 Number and Caption Location in Prospectus
--------------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus ................................... Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus........................... Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges....................................... Risk Factors; Not Applicable
4. Use of Proceeds .............................. Use of Proceeds
5. Determination of Offering Price .............. Not Applicable
6. Dilution ..................................... Not Applicable
7. Selling Security Holders ..................... Information Concerning the Selling
Shareholders
8. Plan of Distribution ......................... Plan of Distribution
9. Description of Securities to be
Registered ................................... Incorporation of Certain Information by
Reference
10. Interests of Named Experts and
Counsel....................................... Not Applicable
11. Material Changes.............................. Recent Developments
12. Incorporation of Certain Information by
Reference .................................... Incorporation of Certain Information by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities .................................. Not Applicable
</TABLE>
<PAGE> 4
PROSPECTUS
CORRPRO COMPANIES, INC.
529,685 COMMON SHARES WITHOUT PAR VALUE
This Prospectus relates to the 529,685 Common Shares (the "Shares")
without par value of Corrpro Companies, Inc., an Ohio corporation (the
"Company"), to be sold by certain shareholders of the Company (the "Selling
Shareholders"). See "Information Concerning the Selling Shareholders." The
Shares offered hereby were issued in connection with exchange rights granted by
the Company in relation to its acquisition of all the issued and outstanding
shares of voting stock of Commonwealth Seager Holdings Ltd., an Alberta
corporation d/b/a Commonwealth Seager Group ("CSG"). In connection with the
acquisition, the sellers of voting stock of CSG received 825,000 nonvoting
preferred shares of CSG ("CSG Preferred") which could be exchanged for a maximum
of 680,170 Common Shares of the Company at any time at the option of the holders
until March 31, 1998. All such exchange rights have been exercised.
All proceeds from any sale of the Shares by the Selling Shareholders shall
inure to the benefit of such Selling Shareholders. The Company will receive no
proceeds from the sale of the Shares which may be offered hereby. All of the
expenses of registration incurred in connection herewith are being borne by the
Company.
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Shares covered by this Prospectus. It is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the New York Stock
Exchange at the market price then prevailing, although sales may also be made in
negotiated transactions or otherwise. See "Plan of Distribution." The Common
Shares of the Company are traded on the New York Stock Exchange under the symbol
CO.
SEE "RISK FACTORS" AT PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 31, 1996.
<PAGE> 5
RISK FACTORS
RECENT FINANCIAL RESULTS
The Company's earnings for fiscal 1995 were 43 cents per share, which were
substantially below analysts' expectations. The Company incurred a loss of $5.2
million, or 84 cents per share, during fiscal 1996. The Company commenced and
continues to implement a series of measures designed to reduce costs and to
increase profitability, productivity and cash flow. As a result of these
measures, the Company reported net income of $1.2 million or 18 cents per share
for the quarter ended June 30, 1996. However, there can be no assurance that
these measures will enable the Company to continue to be profitable.
LITIGATION
In June 1995, the Company announced that earnings per share for fiscal
1995 were expected to be substantially below analysts' expectations, and in
August 1995, the Company restated its previously reported results for the second
and third quarters of fiscal 1995. Commencing in June 1995, six class action
lawsuits were filed against the Company and certain of its current and former
directors and officers, and a shareholder derivative action was commenced naming
the Company, its current and former directors and certain of its current and
former officers as defendants.
On September 7, 1995, five of the class actions were consolidated in the
U.S. District Court for the Northern District of Ohio and styled IN RE CORRPRO
COMPANIES, INC. SECURITIES LITIGATION. On September 14, 1995, the other class
action was voluntarily dismissed. On or about September 29, 1995, an amended and
consolidated class action complaint was filed in this consolidated proceeding on
behalf of a purported class consisting of investors who purchased the Company's
common shares between June 1, 1994 and June 19, 1995. The Company and Joseph W.
Rog, Robert M. Gossett and Ronald S. Langos, current or former directors and/or
officers of the Company, remain the named defendants. The amended complaint
alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and Rule 10b-5, and common law fraud and negligent misrepresentation. It
asserts, among other things, that defendants made false and misleading
statements during the class period in the Company's quarterly and annual reports
filed with the Securities and Exchange Commission ("SEC"), press releases and
periodic reports to shareholders which are claimed to have materially overstated
the Company's assets, net income and projected net income. The amended complaint
seeks, on behalf of the purported class, compensatory damages of tens of
millions of dollars based on the number of shares claimed to have been traded
during the class period and the decline in the price of the shares following the
Company's June 1995 announcement, as well as punitive damages, prejudgment
interest and costs.
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<PAGE> 6
On November 1, 1995, the Company and all other defendants filed motions to
dismiss the amended and consolidated class action complaint in its entirety, and
these motions are still pending.
In August 1995, the Company was served with a lawsuit captioned LANI
ROTHSTEIN, TRUSTEE VS. ROBERT M. GOSSETT, BARRY W. SCHADECK, JOSEPH C. OVERBECK,
JOSEPH W. ROG, DAVID H. KROON, C. RICHARD LYNHAM, ROBERT E. HODGE, ROBERT (SIC)
S. LANGOS, RICHARD HARR, DOES 1-100, AND CORRPRO COMPANIES, INC., Medina County
Common Pleas Court, Case No. 95 CIV 0522. This shareholder derivative action was
filed August 2, 1995 and served on or about August 4, 1995. On behalf of the
shareholders of Corrpro Companies, Inc., the plaintiff alleges derivative claims
for intentional breaches of fiduciary duties and aiding and abetting,
constructive fraud, and accounting, and disgorgement of insider trading profits.
The plaintiff requests a declaratory judgment, an accounting, compensatory
damages, a court order to implement certain policies, return of remuneration,
exemplary and punitive damages, attorneys' fees, prejudgment and postjudgment
interest, and litigation costs and expenses in unspecified amounts.
On or about October 16, 1995, the defendants filed a motion to dismiss the
shareholder derivative action referred to above in its entirety. On December 28,
1995, the motion to dismiss the shareholder derivative action was granted
without prejudice. An appeal is pending.
In addition, the Company is cooperating in an investigation being
conducted by the SEC concerning certain matters, including those described
above. Copies of documents requested by the SEC have been provided, and the
testimony of certain individuals has been taken. To the Company's knowledge,
this investigation has not yet been completed. In addition, the Company is
unable to assess the impact of the ultimate resolution of this matter.
The Company's directors and officers liability insurance ("D&O") carriers
have been given notice of the filing of the amended and consolidated class
action and shareholder derivative litigation and of the SEC investigation, and
have each notified the Company that they are preliminarily reserving their
rights concerning coverage with respect to the class action litigation. The D&O
primary carrier has stated that it is reserving its rights to take such action
as may be warranted should it be determined that any misrepresentations were
made in connection with the application for the policy, and that it is reserving
all rights and defenses which it may have under the policy's exclusions,
endorsements and other terms and conditions. The D&O excess carrier has stated
that its obligations will attach only after the underlying primary policy has
been exhausted by payment of claims, and that it is reserving all rights to deny
coverage and/or rescind the policy on all bases applicable to the facts of the
claim and/or at law. The Company disputes the D&O carriers' reservations of
rights. The Company has not been informed of any decision by the D&O carriers as
to whether the D&O policies provide coverage for some or all of the claims in
the class action and shareholder derivative litigation.
- 3 -
<PAGE> 7
Management is unable to assess at this time the ultimate outcome of the
amended and consolidated class action or shareholder derivative litigation or
the SEC investigation. Other than an accrual for the cost of defense, no
provision for liability, if any, that may result has been made in the Company's
financial statements. The Company is a party to indemnification agreements with
the individual defendants in the class action and shareholder derivative
litigation, and the Company is paying the reasonable expenses (including
attorneys' fees) of the individual defendants in defending such lawsuits in
advance of the final disposition of such lawsuits. The individual defendants
have each furnished to the Company a written undertaking to repay the amounts so
paid if it shall ultimately be determined that such individual defendant is not
entitled to indemnification. If resolved unfavorably, the litigation and
investigation could have a material adverse effect on the Company's financial
condition, results of operations and liquidity. In addition, the Company has
expensed approximately $3.5 million in legal fees through June 30, 1996. The
Company expects to continue to incur significant legal fees in connection with
these matters; however, the ultimate amount of such legal fees cannot be
determined at the present time.
IMPACT OF ACQUISITIONS
Acquisitions of businesses providing complimentary products, services or
technologies has represented a key component of the Company's business strategy.
Among the businesses acquired during the last three fiscal years are:
Commonwealth Seager Holdings, Ltd. (fiscal 1994); Good-All Electric, Inc.
(fiscal 1994); UCC Corporation (fiscal 1994); The Wilson Walton Group Limited
(fiscal 1994); Rohrback Cosasco Systems, Inc. (fiscal 1995); Thermal Reduction
Company (fiscal 1995); and American Corrosion Services, Inc. (fiscal 1995).
There were no business acquisitions during fiscal 1996. As a consequence of the
acquisitions completed during the last three fiscal years, the Company has grown
significantly in size and in the range of products and services that it
provides. While these acquisitions have served to significantly enhance the
Company's presence in the corrosion control market, the integration of these
businesses and the expansion of the Company's infrastructure required to
effectively manage such growth had a materially unfavorable impact on the
Company's results in fiscal 1995 and the first half of fiscal 1996. Although the
Company's results began to improve during the second half of fiscal 1996,
efforts are continuing to complete the integration of these businesses, and the
Company has ceased all acquisition activity at least until this effort has been
completed. The Company believes that effective management of the growth
resulting from the acquisitions is critical to the Company's future success.
However, there can be no assurance as to the Company's ability to integrate
these businesses effectively nor as to its success in managing the significantly
larger operations resulting therefrom.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends significantly on the retention of principal
members of its management and engineering staff and on its ability to continue
to attract, motivate and retain
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<PAGE> 8
additional key personnel. While the Company has not in the past had difficulty
in recruiting and retaining qualified personnel, experienced corrosion engineers
are relatively scarce; and because engineering programs in U.S. colleges and
universities do not offer extensive programs in corrosion engineering, new
engineers require significant additional training in order to gain necessary
expertise in this area. As a result of the relative scarcity of experienced
corrosion engineers and the costs associated with training new engineers,
competition for qualified personnel is intense. The inability to recruit
necessary additional personnel or the loss of the services of the Company's key
personnel, including its Chairman of the Board, President and Chief Executive
Officer, Joseph W. Rog, could have a material adverse effect upon the Company's
business. The Company has obtained key man insurance on, and has entered into
employment agreements with, Joseph W. Rog and certain of its other executives.
COMPETITION
Although the Company believes few companies currently offer the
comprehensive services that it provides, it believes that competition in all
areas of the corrosion control industry is likely to increase as the demand for
corrosion control products and services grows and as more companies enter the
market and expand their range of services. The Company's competitors may in some
cases have substantially greater financial, technical and/or marketing resources
than the Company. There could be no assurance that the Company will be able to
respond effectively to increased competition in the corrosion control industry.
UNINSURED RISKS
Although the risks associated with corrosion of bridges, storage tanks,
pipelines and other infrastructure assets have contributed to an increased
demand for the Company's products and services, they also create the risk of
exposure to liability at common law and under various state and federal statutes
(including statutes relating to the protection of the environment). For example,
the Company provides corrosion control products and services for storage tanks,
pipelines and other structures which hold or transport toxic or hazardous
substances. The Company also provides corrosion control services for bridges,
transit systems and other large infrastructure assets. As a result of these
applications and the potential costs associated with corrosion-related failures
of infrastructure assets, the Company could become exposed to significant
liability in the event the Company is deemed responsible for personal injury or
property damage resulting from its products or services. Although the Company
maintains professional liability, products liability and general liability
insurance in amounts that it deems reasonable in light of its past experience,
such policies contain specific exclusions for pollution damage and are limited
in amount. The Company believes that it operates safely and prudently; however,
there can be no assurance that liability which may be incurred by the Company
will be covered by insurance or that such liabilities will not exceed policy
limits. The Company does not maintain funded reserves to provide for the payment
of partially or completely uninsured claims and, accordingly, a partially or
completely uninsured claim, if successful and of significant magnitude, could
have a material adverse effect on the Company's results of operations and
financial condition.
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<PAGE> 9
DEPENDENCE ON FOREIGN SALES
During the three years ended March 31, 1996, the percentage of the
Company's revenues derived from sales of products and services to customers
outside the United States and Canada increased from approximately 7% to
approximately 25%. Some of the Company's foreign customers are located in
politically sensitive areas such as the Middle East. For United States export
sales direct to customers, the Company generally obtains security for payment by
letters of credit or by advance payment. Substantially all such sales are paid
for in United States dollars. However, the Company's foreign subsidiaries
generally conduct business in local currency. In addition, foreign sales
activities are subject to other customary risks of operating in a global
environment, such as unstable political situations, the effect of local laws and
taxes, tariff increases and regulations and requirements for export licenses,
currency fluctuations and the potential imposition of trade or foreign exchange
restrictions and transportation delays.
EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS
It is possible that the division of the Board of Directors of the Company
into classes as provided by the Amended Code of Regulations of the Company, the
ability of the Board of Directors of the Company to issue Serial Preferred
Shares and/or certain provisions of Ohio law may discourage other companies from
making a tender offer for or acquisitions of substantial amounts of the
Company's Common Shares. This could have the incidental effect of inhibiting
changes in management and increases in market price of the Company's Common
Shares which often result from actual or rumored takeover attempts. In addition,
the indemnification provisions of the Company's Amended Code of Regulations and
the provisions of indemnification agreements entered into with the Directors and
executive officers of the Company may have the effect of reducing the likelihood
of derivative litigation and deterring shareholders from bringing a lawsuit
against Directors for alleged breaches of their fiduciary duties, even though
such an action, if successful, might otherwise have benefitted the Company and
its shareholders.
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<PAGE> 10
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (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 filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at its principal office, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, 13th Floor, New York, New York 10048, and Northwest Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. In addition, such
reports and similar information can be inspected and copied at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York, 10005.
The Company has filed with the Commission in Washington, D.C. a
registration statement on Form S-3 under the Securities Act of 1933 (the
"Securities Act") with respect to the securities offered hereby. As permitted by
the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the registration statement. Statements made
in this Prospectus as to the contents of any referenced contract, agreement or
other document are not necessarily complete and each such statement shall be
deemed qualified in its entirety by reference thereto. Copies of such documents
may be obtained from the Commission at its principal office in Washington, D.C.
upon payment of the charges prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
On either written or oral request, any person receiving a copy of this
Prospectus may obtain from the Company, without charge, 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 into
the information that this Prospectus incorporates). Written request should be
directed to: Corrpro Companies, Inc., 1090 Enterprise Drive, Medina, Ohio 44256;
Attention: Secretary (Telephone: (330) 723-5082).
The following documents filed with the Commission pursuant to the
applicable statutes are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996;
(2) The Company's Proxy Statement dated June 17, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all such
securities offered hereby have been sold or which deregisters all securities
then remaining to be sold shall be deemed incorporated by reference
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<PAGE> 11
into this Prospectus and to be a part hereof from the date of filing 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 that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this Prospectus shall be deemed to be modified or
superseded to the extent that a statement contained in a subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statements so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
RECENT DEVELOPMENTS
On July 22, 1996, the Company announced results for its fiscal 1997 first
quarter which ended June 30, 1996. Revenues for the first quarter totaled $36.5
million compared with $33.5 million for the prior year first quarter, an
increase of 8.9%. Operating income for the first quarter totaled $2.6 million
compared with an operating loss of $4.1 million for the prior year period. Prior
year operating loss included unusual charges of $1.5 million. The Company
generated net income of $1.2 million or 18 cents per share during the first
quarter compared with a net loss of $3.1 million or 53 cents per share in the
prior year period.
During the first quarter, the Company generated increases in both service
and product revenues. The revenue growth was all internally generated as there
were no acquisitions in either the current or prior year. Service revenues
increased approximately 10.3% which is primarily attributable to growth at the
Company's domestic core businesses. Product revenues were up approximately 7.9%
for the quarter. This growth also relates to the domestic core businesses as
well as the Company's Wilson Walton operation. Partially offsetting the growth
in product revenues was a $1.2 million decline relating to the Company's
Corrtherm foundry operation. Although the majority of Corrtherm's operating
difficulties have been resolved, its results continue to be negatively impacted
by lower revenue levels. Excluding the impact of the decline at Corrtherm,
revenues were up approximately 14% between years. A portion of this increase
represents a carryover of business from the fourth quarter of fiscal 1996.
Severe winter weather during the prior year fourth quarter delayed certain
engineering and construction projects to future periods.
Gross profit margins continued to improve during the first quarter and, on
an overall basis, represented 30.2% of revenues compared to 21.8% in the prior
year period. Service margins totaled 36.6% for the first quarter compared to
21.3% in the prior year period. Gross margins on product sales totaled 25.5% for
the first quarter compared to 22.2% in the prior year period. Product margins,
however, continue to be negatively impacted by low margins at Corrtherm.
Although Corrtherm's gross margins have improved between years, they continue to
be below those of the Company's other operations.
- 8 -
<PAGE> 12
Operating expenses were down $1.5 million or 15.3% between years as the
Company continues to realize the benefits of the cost reduction measures
implemented during the prior fiscal year. Operating expenses for the first
quarter totaled $8.4 million or 23.0% of revenues compared to $9.9 million or
29.6% of revenues in the prior year period.
The Company also announced that Robert M. Adamov, Vice President, Human
Resources and Investor Relations had resigned to pursue another opportunity. The
Company's investor relations function will now be handled directly by the
Company's Senior Vice President and Chief Financial Officer, Neal R. Restivo.
THE COMPANY
The principal executive offices of the Company are located at 1090
Enterprise Drive, Medina, Ohio 44256 and its telephone number is (330) 723-5082.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares which may
be offered hereby.
INFORMATION CONCERNING THE SELLING SHAREHOLDERS
The Selling Shareholders were the holders of voting stock of CSG prior to
the Company's acquisition of all of the issued and outstanding voting stock of
CSG effective April 1, 1993. In connection with the acquisition, the Selling
Shareholders received 825,000 shares of CSG Preferred which could be exchanged
for a maximum of 680,170 Common Shares of the Company at the option of the
holders at any time until March 31, 1998. All such exchange rights have been
exercised. Each of the Selling Shareholders or their spouses provided services
to the Company or its wholly-owned Canadian subsidiary, Corrpro Canada, Inc.,
following the Company's acquisition of all of the issued and outstanding voting
stock of CSG; however, Ronald W. Bladon no longer provides such services.
The following table sets forth (i) the number of the Company's Common
Shares owned by each of the Selling Shareholders on the date of the Prospectus;
(ii) the number of the Company's Common Shares which are being registered for
the account of each Selling Shareholder by this Prospectus; and (iii) the number
of the Company's Common Shares to be owned by each of the Selling Shareholders
if all of each such Selling Shareholder's Common Shares covered by this
Prospectus were sold.
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<PAGE> 13
<TABLE>
<CAPTION>
============================================================================================================================
SHARES TO BE OWNED
IF ALL SHARES
NUMBER OF SHARES REGISTERED
NAME OF SELLING OWNED PRIOR TO THIS NUMBER OF SHARES HEREUNDER WERE
SHAREHOLDER REGISTRATION TO BE REGISTERED SOLD
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ronald W. Bladon 15,595 5,154 10,441
- ----------------------------------------------------------------------------------------------------------------------------
Donald S. Demich 52,563 52,563 --
- ----------------------------------------------------------------------------------------------------------------------------
Grant G. Firth 31,527 31,527 --
- ----------------------------------------------------------------------------------------------------------------------------
Maureen Firth 31,527 21,436 10,091
- ----------------------------------------------------------------------------------------------------------------------------
Phyllis Ginther 27,843 14,840 13,003
- ----------------------------------------------------------------------------------------------------------------------------
Ronald E. Ginther 35,799 35,799 --
- ----------------------------------------------------------------------------------------------------------------------------
Maureen Jones 44,679 44,679 --
- ----------------------------------------------------------------------------------------------------------------------------
Richard B. Jones 44,679 44,679 --
- ----------------------------------------------------------------------------------------------------------------------------
Donald G. Marr 34,341 34,341 --
- ----------------------------------------------------------------------------------------------------------------------------
Linda Marr 34,341 32,561 1,780
- ----------------------------------------------------------------------------------------------------------------------------
Ronald V. Maurier 11,618 1,649 9,969
- ----------------------------------------------------------------------------------------------------------------------------
Barry W. Schadeck 34,341 34,341 --
- ----------------------------------------------------------------------------------------------------------------------------
Bonnie E. Schadeck 34,341 32,561 1,780
- ----------------------------------------------------------------------------------------------------------------------------
H. Joyce Webster 53,478 53,478 --
- ----------------------------------------------------------------------------------------------------------------------------
R. David Webster 53,478 53,478 --
- ----------------------------------------------------------------------------------------------------------------------------
Lloyd G. Wiebe 28,239 28,239 --
- ----------------------------------------------------------------------------------------------------------------------------
Diane Wilkinson 15,595 5,154 10,441
- ----------------------------------------------------------------------------------------------------------------------------
Bruce J. Wiskel 14,826 1,603 13,223
- ----------------------------------------------------------------------------------------------------------------------------
Darlene Wiskel 14,826 1,603 6,784
============================================================================================================================
</TABLE>
PLAN OF DISTRIBUTION
The Company will receive no proceeds from the sale of the Shares which may
be offered hereby. The Selling Shareholders have not advised the Company of any
specific plans for the distribution of the Shares covered by this Prospectus,
but it is anticipated that the Shares will be sold from time to time primarily
in transactions (which may include block transactions) on the New York Stock
Exchange at the market price then prevailing, although sales may also be made in
negotiated transactions or otherwise. If Shares are sold through brokers or
dealers, the
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<PAGE> 14
Selling Shareholders may pay customary brokerage commissions or mark-downs and
related charges. After November 6, 1997, the Selling Shareholders may sell
Shares covered by this Prospectus from time to time pursuant to Rule 144 under
the Securities Act, and, accordingly, the registration statement with respect to
the Shares covered by this Prospectus shall remain in effect until November 6,
1997, and, as a result, the Selling Shareholders must sell the Shares by such
date in order to sell them pursuant to such registration statement.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended March 31, 1996 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
LEGAL OPINION
The validity of the Shares which may be offered hereby will be passed upon
for the Company by McDonald, Hopkins, Burke & Haber Co., L.P.A., Cleveland,
Ohio.
- 11 -
<PAGE> 15
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, SUCH OFFER OR SOLICITATION OF AN OFFER TO BUY ANY SECURITY
IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
DISTRIBUTION OF THE SECURITIES MADE UNDER THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAD BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR IN ANY OTHER INFORMATION CONTAINED HEREIN SINCE THE
DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
Page
Risk Factors.............................................................2
Available Information....................................................7
Incorporation of Certain Documents
by Reference...........................................................7
Recent Developments......................................................8
The Company..............................................................9
Use of Proceeds..........................................................9
Information Concerning the Selling
Shareholders...........................................................9
Plan of Distribution....................................................10
Experts.................................................................11
Legal Opinion...........................................................11
529,685 SHARES
CORRPRO COMPANIES, INC.
COMMON SHARES
--------------------------------------------
--------------------------------------------
PROSPECTUS
--------------------------------------------
July 31, 1996
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of issuance and distribution of
the Common Shares registered on Form S-3.
<TABLE>
<CAPTION>
Description Amount
<S> <C>
Registration Fee $ 1,655.27
Accounting Fees and Expenses 10,000.00
Legal Fees and Expenses 15,000.00
-----------
Total $26,655.27
</TABLE>
All of the above expenses have been or will be paid by the registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Ohio Revised Code authorizes Ohio corporations to indemnify directors
and officers from liability if the director or officer acted in good faith and
in a manner reasonably believed by the director or officer to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal actions, if the director or officer had no reason to believe his action
was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made if (a) the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determined such person is fairly and reasonably entitled to
indemnification, or (b) the liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Ohio
Revised Code require indemnification if a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
director or officer of the corporation. The indemnification authorized under
Ohio law is not exclusive and is in addition to any other rights granted to
directors and officers under the articles of incorporation or code of
regulations of the corporation or any agreement between directors and officers
and the corporation. A corporation may purchase and maintain insurance or
furnish similar protection on behalf of any director or officer against any
liability asserted against him and incurred by him in his capacity, or arising
out of the status, as an director or officer, whether or not the corporation
would have the power to indemnify him against such liability under the Ohio
Revised Code.
II-1
<PAGE> 17
The registrant's Code of Regulations provides for the indemnification of
directors and officers of the registrant and, as authorized by the Board of
Directors of the registrant, to the advancement of expenses incurred in
connection with the defense of any action, suit or proceeding that he was a
party to by reason of the fact that he is or was a director or officer of the
registrant upon the receipt of an undertaking to repay such amount unless it is
ultimately determined that the director or officer is entitled to
indemnification.
The registrant maintains a directors and officers insurance policy which,
subject to certain exclusions, provides a reimbursement to the directors and
officers of the registrant for legal fees and expenses resulting from the
defense of certain judicial or administrative proceedings initiated against the
director or officer as a result of his conduct or actions in his capacity as a
director or officer of the registrant and provides reimbursement to the
registrant for costs the registrant has incurred as a result of indemnifying its
directors and officers.
ITEM 16. EXHIBITS.
The exhibits to this Registration Statement are listed in the Exhibit
Index on page E-1 of this Registration Statement.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii)to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
II-2
<PAGE> 18
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liabilities under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 19
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 Amendment No. 2 to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Medina, State of Ohio, on July 30 ,
1996.
CORRPRO COMPANIES, INC.
By: /s/ Joseph W. Rog
------------------------------------
Joseph W. Rog
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to this Registration Statement has been signed by the following
persons in the capacities indicated on July 30, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Joseph W. Rog* Chairman of the Board, President, Chief
- ----------------------------------------- Executive Officer and Director
Joseph W. Rog (Principal Executive Officer)
/s/ Robert E. Hodge* Director
- -----------------------------------------
Robert E. Hodge
/s/ David H. Kroon* Director
- -----------------------------------------
David H. Kroon
/s/ C. Richard Lynham* Director
- -----------------------------------------
C. Richard Lynham
Director
- -----------------------------------------
Warren F. Rogers
/s/ Barry W. Schadeck* Director
- -----------------------------------------
Barry W. Schadeck
Director
- -----------------------------------------
Walter W. Williams
/s/ Neal R. Restivo* Senior Vice President and Chief Financial
- ----------------------------------------- Officer (Principal Financial Officer and
Neal R. Restivo Principal Accounting Officer)
</TABLE>
II-4
<PAGE> 20
*The undersigned, by signing his name hereto, does sign this Amendment No. 2 to
this Registration Statement on behalf of the above named Directors and officers
of Corrpro Companies, Inc. pursuant to a Power of Attorney executed on behalf of
such Directors and officers which has been filed with the Securities and
Exchange Commission.
By: /s/ Neal R. Restivo
-----------------------------------
Neal R. Restivo, Attorney-in-Fact
II-5
<PAGE> 21
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
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
May 28, 1996 which appears on page 15 of the Corrpro Companies, Inc. Annual
Report on Form 10-K for the year ended March 31, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Cleveland, Ohio
July 30, 1996
S-1
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Exhibit Page
------ ------- ----------
<S> <C> <C>
2.1 Stock Purchase Agreement dated May 3, 1993 by and among the --
Company and R. David Webster, H. Joyce Webster, Richard B.
Jones, Maureen Jones, Donald G. Marr, Linda Marr, Barry W.
Schadeck, Bonnie E. Schadeck, Grant G. Firth, Maureen Firth,
Ronald E. Ginther, Phyllis Ginther, Ronald W. Bladon, Diane
Wilkinson, Bruce J. Wiskel, Darlene Wiskel, Lloyd Wiebe, Lynne
Wiebe, Donald S. Demich, Ronald V. Maurier, Aime Archer,
James Hunter, Ronald Sherstan, Darlene Butlin, Art Gaber, Don
U. Young, Leonard Pederson, Barry Bilawey and Lindsay Blair
Stuparek, individually.(1)
2.2 Offer to Purchase all Outstanding Shares of Common Stock of --
Harco Technologies Corporation dated April 29, 1989 by
CORACQ, Inc., a wholly owned subsidiary of the Registrant.(1)
2.3 Stock Purchase Agreement dated November 20, 1987 by and --
between the Registrant and TWC Holdings, Inc.(1)
2.4 Asset Purchase Agreement dated February 18, 1987 by and among --
William J. Ellis and Corrosion Engineering & Research Co. aka
CERCO and the Registrant.(1)
2.5 Asset Purchase Agreement dated January 2, 1994 by among --
Valmont Industries, Inc., Good-All Electric, Inc., a Nebraska
corporation, the Registrant and Good-All Electric, Inc., an Ohio
corporation.(2)
2.6 Stock Purchase Agreement dated March 1, 1994 by and among the --
Company, UCC, United Corrosion Consultants Ltd., and Tom
Burke, Valerie Burke, Pierre Crevolin, Sylvia Crevolin, John
Chase, Jim Schell, Cliff Willment, Ken Roth, Duane Luterbach,
George Gebkenjans, Dwane Taylor, Dennis Trudeau, Kevin
Vandewoestyne, Craig Prusakowski, Parker Fjeldberg, Mark Tarnes,
Don Martineau, Ole Peteherych, Doug Hill and Jerry Beahm,
individually.(2)
2.7 Share Sale Agreement dated March 15, 1994 by and among --
Christopher L. Westcott, William N. Darley, Pang Kok Wah, Man
Siu Ping, Stanley J. Downes, Michael B. Thurman, Winston
Shepherd, Gillian M. Shepherd, Christopher J. G. Shepherd,
Northern Investors company PLC, Northern Venture Partnership
Fund and the Registrant.(2)
</TABLE>
E-1
<PAGE> 23
<TABLE>
<CAPTION>
Exhibit Sequential
No. Exhibit Page
------ ------- ----------
<S> <C> <C>
2.8 Share Purchase Agreement dated August 24, 1994 by and among --
MascoTech, Inc., Rohrback Cosasco Systems, Inc. and the
Registrant.(3)
2.9 Asset Purchase Agreement dated October 30, 1994 by and among --
Thermal Reduction Company, W.B. Coleman Testing Laboratories
Corporation, Nicholas S. Schorsch, the Registrant and Corrtherm,
Inc.(4)
2.10 Asset Purchase Agreement dated November 23, 1994 by and --
among American Corrosion Services, Inc., American Oilfield
Divers, Inc., Corrtherm, Inc. and the Registrant.(5)
4.1 Specimen certificate for the Common Shares.(1) --
4.2 [Not used]
4.3 [Not used]
4.4 [Not used]
4.5 Amended and Restated Purchase Agreement by and between --
MLBC, Inc. and the Registrant.(2)
4.6 [Not used]
4.7 [Not used]
4.8 [Not used]
4.9 [Not used]
4.10 Credit Agreement dated as of March 29, 1996 by and among the --
Registrant, the Lenders Party thereto and Bank One, Columbus,
NA.(6)
Other long term debt agreements of the Registrant are not filed
pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The
Registrant will furnish copies of any such agreements to the
Securities and Exchange Commission upon its request.
5.1 Opinion of McDonald, Hopkins, Burke & Haber Co., L.P.A. as to
the validity of the Shares. *
23.1 Consent of McDonald, Hopkins, Burke & Haber Co., L.P.A.
(included in Exhibit 5.1 of this Registration Statement). *
23.2 Consent of Independent Accountants.*
</TABLE>
E-2
<PAGE> 24
- ------------------
* Filed herewith
(1) A copy of this exhibit filed as the same exhibit number of the
Registrant's Registration Statement on Form S-1 (Registration No.
33-64482) is incorporated herein by reference.
(2) A copy of this exhibit filed as the same exhibit number of the
Registrant's Registration Statement on Form S-1 (Registration No.
33-76730) is incorporated herein by reference.
(3) A copy of this exhibit filed as the exhibit to the Registrant's report on
Form 8-K which report is dated August 24, 1994 is incorporated herein by
reference.
(4) A copy of this exhibit filed as the exhibit to the Registrant's report on
Form 8-K which report is dated October 30, 1994 is incorporated herein by
reference.
(5) A copy of this exhibit filed as the same exhibit number of the
Registrant's report on Form 10-K for the fiscal year ended March 31, 1995
is incorporated herein by reference.
(6) A copy of this exhibit filed as the same exhibit number of the
Registrant's report on Form 10-K for the fiscal year ended March 31, 1996
is incorporated herein by reference.
E-3
<PAGE> 1
EXHIBIT 5.1
July 30, 1996
Corrpro Companies, Inc.
1055 West Smith Road
Medina, Ohio 44256
Gentlemen:
In connection with the filing by Corrpro Companies, Inc., an Ohio
corporation (the "Company"), with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 with respect to 529,685 Common Shares, without par value,
of the Company (the "Common Shares"), to be sold by the selling shareholders
named in the Registration Statement (the "Selling Shareholders"), we have
examined the following: (i) the Amended and Restated Articles of Incorporation
and Amended and Restated Code of Regulations of the Company, as currently in
effect; (ii) the form of Registration Statement on Form S-3 (including Exhibits
thereto) filed with the Securities and Exchange Commission; and (iii) the
records relating to the organization of the Company and such other documents as
we have deemed it necessary to examine as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, we are of the opinion that the Common Shares
are duly and validly authorized and issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Registration
Statement and to the use of our name therein under the caption "Legal Opinion."
Very truly yours,
McDonald, Hopkins, Burke
& Haber Co., L.P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The consent of Price Waterhouse LLP is contained at page S-1 of the
Registration Statement.
