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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
REGISTRATION NO. 333-29775
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NASHVILLE COUNTRY CLUB, INC.
(Name of small business issuer in its charter)
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TENNESSEE 7389 62-1535897
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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402 HERITAGE PLANTATION WAY THOMAS J. WEAVER III
HICKORY VALLEY, TENNESSEE 38042 NASHVILLE COUNTRY CLUB, INC.
(901) 764-2300 402 HERITAGE PLANTATION WAY
(Address and telephone number HICKORY VALLEY, TENNESSEE 38042
of principal executive offices) (901) 764-2300
(Name, address and telephone number
of agent for service)
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Copies to:
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RANDALL E. ROBERTS, ESQ. JAMES R. TANENBAUM, ESQ.
TED S. SCHWEINFURTH, ESQ. STROOCK & STROOCK & LAVAN LLP
WINSTEAD SECHREST & MINICK P.C. 180 MAIDEN LANE
5400 RENAISSANCE TOWER NEW YORK, NEW YORK 10038
1201 ELM STREET (212) 806-5400
DALLAS, TEXAS 75270
(214) 745-5400
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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. [ ]
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS
(a) Exhibits. See attached Exhibit Index.
(b) Financial Statement Schedules. None.
II-1
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned, in
the City of Nashville, State of Tennessee, on July 22, 1997.
NASHVILLE COUNTRY CLUB, INC.
By:/s/ THOMAS JACKSON WEAVER III
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Thomas Jackson Weaver III
Chairman of the Board, Chief
Executive
Officer and President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
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SIGNATURE TITLE DATE
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/s/ THOMAS JACKSON WEAVER III Chairman of the Board, Chief July 22, 1997
- ----------------------------------------------------- Executive Officer and President
Thomas Jackson Weaver III (Principal Executive and Financial
Officer)
/s/ BRYAN CUSWORTH Chief Financial Officer (Principal July 22, 1997
- ----------------------------------------------------- Accounting Officer)
Bryan Cusworth
* Director July , 1997
- -----------------------------------------------------
Prab Nallamilli
* Director July , 1997
- -----------------------------------------------------
Frank Bumstead
* Director July , 1997
- -----------------------------------------------------
Charles Flood
* Director July , 1997
- -----------------------------------------------------
Robert E. Geddes
* Director July , 1997
- -----------------------------------------------------
Jeffrey McIntyre
* Director July , 1997
- -----------------------------------------------------
Frank A. McKinnie Weaver, Sr.
* Director July , 1997
- -----------------------------------------------------
Thomas Miserendino
* Director July , 1997
- -----------------------------------------------------
Louis J. Risi, Jr.
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II-2
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SIGNATURE TITLE DATE
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* Director July , 1997
- -----------------------------------------------------
Steven L. Risi
Director June , 1997
- -----------------------------------------------------
Jose F. Rosado
* Director July , 1997
- -----------------------------------------------------
Mark van Hartesvelt
* Director July , 1997
- -----------------------------------------------------
Kyle Young
*By: /s/ THOMAS JACKSON WEAVER III
------------------------------------------------
Attorney-in-Fact
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II-3
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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*1.1 -- Form of Placement Agency Agreement.
2.1 -- Merger Agreement among Nashville Country Club, Inc.,
Avalon Acquisition Corp., Inc. and Avalon Entertainment
Group, Inc.(1)
2.2 -- Letter Agreement among Nashville Country Club, Inc.,
Robert E. Geddes, Thomas Miserendino and Brian F.
Murphy.(6)
3.1 -- Charter of the Company, as amended.(2)
3.2 -- Restated Bylaws of the Company.(2)
4.1 -- Specimen Common Stock Certificate.(2)
4.2 -- Paragraph 6 of the Charter of the Company (included in
Exhibit 3.1).(2)
4.3 -- Specimen Warrant Certificate.(3)
5.1 -- Opinion of Winstead Sechrest & Minick P.C.
10.1 -- Lease dated September 30, 1993 between the Company and
William Madison Smith.(2)
10.2 -- Employment Agreement dated as of January 1, 1994 between
the Company and Thomas Jackson Weaver III.(2)
10.3 -- Employment Agreement dated as of January 1, 1994 between
the Company and Prab Nallamilli.(2)
10.4 -- Intentionally omitted.
10.5 -- Stock Purchase Warrant dated February 24, 1994 between
the Company and Yee, Desmond, Schroeder & Allen, Inc.(2)
10.6 -- Form of Indemnification Agreement between the Company and
each of the directors and executive officers.(2)
10.7 -- Employment Agreement dated April 29, 1996 between the
Company and Jeffrey McIntyre.(3)
10.8 -- Employment Agreement dated April 29, 1996 between the
Company and Mark van Hartesvelt.(3)
10.9 -- Nashville Country Club, Inc. 1995 Stock Option Plan.(4)
10.10 -- Form of Stock Option Agreement for options granted under
the 1995 Stock Option Plan.(4)
10.11 -- Nashville Country Club, Inc. 1997 Stock Option Plan.(5)
10.12 -- Form of Stock Option Agreement for options granted under
the 1997 Stock Option Plan.(5)
10.13 -- Representative's Warrant Agreement dated April 23, 1996
between the Company and H.J. Meyers & Co., Inc.(4)
10.14 -- Warrant Agreement dated April 23, 1996 among the Company,
H.J. Meyers & Co., Inc. and American Stock Transfer &
Trust Company.(4)
10.15 -- Registration Rights Agreement between the Company, Robert
E. Geddes, Greg M. Janese, Thomas Miserendino, Brian K.
Murphy and Marc W. Oswald.(5)
10.16 -- Consulting Agreement between Avalon Entertainment Group,
Inc. and Robert E. Geddes.(5)
10.17 -- Consulting Agreement between Avalon Entertainment Group,
Inc. and Thomas Miserendino.(5)
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EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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10.18 -- Employment Agreement between Avalon Entertainment Group,
Inc. and Marc W. Oswald.(5)
10.19 -- Employment Agreement between Avalon Entertainment Group,
Inc. and Greg M. Janese.(5)
*10.20 -- Form of Placement Agent Warrant Agreement between the
Company and Rauscher Pierce Refsnes, Inc. as Placement
Agent.
*10.21 -- Form of Escrow Agreement between the Company, Rauscher
Pierce Refsnes, Inc. and Citibank, N.A. as Escrow Agent.
*21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 5.1).
*24.1 -- Power of Attorney
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* Previously filed
(1) Incorporated by reference to the same exhibit number in the Company's
Current Report on Form 8-K filed on April 30, 1997.
(2) Incorporated by reference to the same exhibit number in the Company's
Registration Statement on Form SB-2 (Registration No. 33-69944).
(3) Incorporated by reference to the same exhibit number in the Company's
Registration Statement on Form SB-2 (Registration No. 33-97890).
(4) Incorporated by reference to the same exhibit number in the Company's Form
10-KSB for the fiscal year ended December 31, 1995.
(5) Incorporated by reference to the same exhibit number in the Company's Form
10-KSB, as amended, for the fiscal year ended December 29, 1996.
(6) Incorporated by reference to the same exhibit number in the Company's
Current Report on Form 8-K filed on June 20, 1997.
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EXHIBIT 5.1
[WINSTEAD SECHREST & MINICK LETTERHEAD]
July 22, 1997
Nashville Country Club, Inc.
402 Heritage Plantation Way
Hickory Valley, Tennessee 38042
Gentlemen:
We refer to the Registration Statement on Form SB-2 (File No. 333-29775)
filed by Nashville Country Club, Inc., a Tennessee corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), on June 20, 1997 and
Amendment No. 1 thereto filed with the Commission on July 22, 1997 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"), for the purpose of registering under the Securities
Act, $10,000,000 aggregate amount of the Company's shares (the "Shares") of
common stock, no par value per share (the "Common Stock").
This Opinion Letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-B under the Securities Act.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Charter of the Company as currently in effect, (iii) the Restated
Bylaws of the Company, as amended to date, (iv) specimen certificates (the
"Certificates") for the shares of Common Stock, (v) the Placement Agency
Agreement by and between the Company and Rauscher Pierce Refsnes, Inc. ("RPR")
relating to the issuance and sale of the Shares, in the form such agreement was
filed as an exhibit to the Registration Statement, and (vi) resolutions of the
Board of Directors of the Company relating to the issuance of the Common Stock
and the filing of the Registration Statement (the "Resolutions"). We have also
examined such other documents and instruments as we have deemed relevant for the
purposes of this Opinion Letter.
Based upon and subject to the foregoing and assuming the conformity of
the Certificates to the specimens thereof examined by us and the due execution
and delivery of such Certificates, and the other qualifications and limitations
stated in this Opinion Letter, we are of the opinion that the Shares have been
duly authorized by the Company and when (i) the Pricing Committee of the Board
of Directors agrees upon the price per Share with RPR, (ii) the duly appointed
officers of the Company execute and deliver the Placement Agency Agreement in
accordance
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Nashville Country Club, Inc.
July 22, 1997
Page 2
with the Resolutions and the resolution of the Pricing Committee, and (iii) the
Shares are issued and delivered in accordance with the terms of the Resolutions
and the Placement Agency Agreement, against payment therefor, the Shares will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion Letter with the
Commission as Exhibit 5 to the Registration Statement. We also consent to the
reference to our firm under the heading "Legal Matters" in the Registration
Statement. In giving such consent, we do not thereby admit that we are the
category of persons whose consent is required under Section 7 of the Securities
Act.
Yours very truly,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Ted S. Schweinfurth
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Ted S. Schweinfurth
