<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
Registration No. 333-33523
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ARDIS TELECOM & TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2801677
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8100 Jetstar Drive, Suite 100, Irving, Texas 75063 (972) 929-1920
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------
ROGER D. BRYANT
President and Chief Executive Officer
ARDIS Telecom & Technologies, Inc.
8100 Jetstar Drive, Suite 100
Irving, Texas 75063
(972) 929-1920
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
COPY TO:
WILLIAM L. RIVERS, ESQ.
Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration
statement.
-------------------
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, check the following box: / /
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. / /
-------------------
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 THE
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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EXPLANATORY NOTE
This registration statement (file no. 333-33523) was originally filed by
Canmax Inc., a Wyoming corporation. On February 1, 1999, we reincorporated
in the State of Delaware by merging into ARDIS Telecom & Technologies, Inc.,
a Delaware corporation formed as a wholly-owned subsidiary of Canmax Inc. to
effect the reincorporation. Pursuant to the requirements of Rule 414(d) of
the Securities Act of 1933, as amended, we hereby expressly adopt this
registration statement as our own for all purposes of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended.
<PAGE>
PROSPECTUS
863,364 Shares
ARDIS TELECOM & TECHNOLOGIES, INC.
Common Stock
-------------------
ARDIS Telecom & Technologies is a young telecommunications company that
currently provides prepaid long distance services. We intend to provide
additional telecommunications products and services to our customers in the
future. This prospectus relates to the offer and sale from time to time of up
to 863,364 shares of our common stock by the stockholders named in this
prospectus. We will not receive any proceeds from the sale of these shares.
However, the expenses incurred in registering the shares of common stock by
this prospectus, including legal and accounting fees, will be paid by us.
Our common stock is not listed on any exchange or The Nasdaq Stock
Market, nor is it frequently traded; however, trades are reported on the OTC
Bulletin Board under the symbol "RDST." On April 29, 1999, the last reported
sales price for the common stock was $0.48 per share.
Our principal executive offices are located at 8100 Jetstar Drive, Suite
100, Irving, Texas 75063 and our telephone number is (972) 929-1920.
-------------------
Some of the factors that make this offering speculative or risky are:
- our experience in the telecommunications industry is limited;
- we have had a history of operational losses and expect our losses
to continue; and
- our stockholders will face liquidity problems when they seek to
sell their shares.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR ADDITIONAL INFORMATION
CONCERNING THESE AND OTHER FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING
THE SHARES OFFERED BY THIS PROSPECTUS.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
THE DATE OF THIS PROSPECTUS IS APRIL _____, 1999.
<PAGE>
IF IT IS AGAINST THE LAW IN ANY STATE TO MAKE AN OFFER TO SELL THE
SHARES, OR TO SOLICIT AN OFFER FROM SOMEONE TO BUY THE SHARES, THEN THIS
PROSPECTUS DOES NOT APPLY TO ANY PERSON IN THAT STATE, AND NO OFFER OR
SOLICITATION IS MADE BY THIS PROSPECTUS TO ANY SUCH PERSON.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER WE NOR ANY OF THE
SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
SUCH DOCUMENTS.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Cautionary Note Regarding Forward-Looking Statements . . . . . . . . . . 6
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . 6
About ARDIS Telecom & Technologies . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
2
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RISK FACTORS
AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS RISKY. YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS IN ADDITION TO THE REMAINDER OF
THIS PROSPECTUS, INCLUDING INFORMATION INCORPORATED BY REFERENCE, BEFORE
PURCHASING SHARES OFFERED BY THIS PROSPECTUS.
AS A COMPANY, OUR EXPERIENCE IN THE TELECOMMUNICATIONS INDUSTRY IS LIMITED.
We commenced our telecommunications business in early 1998. This
relative lack of experience means that our business will have numerous
personnel, operational, financial, regulatory and other risks not faced by
more experienced competitors.
In January 1998, we purchased USCommunication Services, Inc., a small
provider of telecommunication and internet products and services, including
prepaid calling cards, public internet access kiosks and pay telephones. This
acquisition proved unsuccessful and, effective May 27, 1998, we entered into
an agreement with the former owners of USC to rescind the transaction. Prior
to our entry into the telecommunications industry, we were engaged in the
retail automation software business. Accordingly, we have not demonstrated
an ability to sell prepaid calling cards or other telecommunications products
or services at a commercially viable level. Our survival in this industry
will depend upon our ability to enhance our current products and to develop
or obtain from third-party suppliers new products that keep pace with
technological developments, respond to evolving end-user requirements and
achieve market acceptance. Any failure by us to anticipate or respond
adequately to technological developments or end-user requirements or any
delays in product development, acquisition or introduction, would adversely
affect our business and financial condition. There can be no assurance that
we will be able to successfully remain in the telecommunications market as
currently planned.
WE HAVE A LIMITED STAFF, ONLY SOME OF WHOM HAS SIGNIFICANT EXPERIENCE IN THE
TELECOMMUNICATIONS INDUSTRY.
We are currently dependent upon the personal efforts and abilities of
our four executive officers, only some of whom have any significant
experience in the telecommunications industry. Although we intend to leverage
our prior relationships in the convenience store and retail petroleum
industries, we must recruit and retain management and technical personnel
from within the telecommunications industry in order to succeed. Competition
for such personnel is intense and no assurance can be given that we will be
able to recruit and retain such personnel. Our longevity will depend on our
ability to recruit and retain management and technical personnel experienced
in the telecommunications industry.
WE HAVE HAD A HISTORY OF OPERATIONAL LOSSES AND EXPECT OUR LOSSES TO CONTINUE.
For the year ended October 31, 1998, we recorded net losses from
continuing operations of approximately $2.6 million on revenues from
continuing operations of approximately $2.2 million. These losses were
primarily attributable to our unsuccessful acquisition of USC and a one time
charge of approximately $1.2 million incurred in connection with the
disposition of USC. Our revenues from the telecommunications business (other
than revenues derived through USC) for the year ended October 31, 1998 were
$1.5 million with associated costs and expenses of $2.5 million, resulting in
net losses of $1.0 million. Until we substantially increase our distribution
network and customer base, we expect to continue to experience losses. Our
estimates of the periods of time in which we expect to continue to operate at
a net loss, experience negative cash flow and not generate taxable income are
forward-looking statements that involve risks and uncertainties. Actual
results could vary materially as a result of a number of factors, including
those set forth in this Risk Factors section.
IF WE ARE UNABLE TO OVERCOME THE RISKS INHERENT IN EXPANSION, OUR BUSINESS
WILL FAIL.
We intend to expand our distribution of prepaid calling cards and
gradually expand into the provision of other telecommunications products and
services. However, we have a limited operating history upon which an
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evaluation of our prospects in this industry can be based. In addition, our
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in new and rapidly evolving markets. To
address these risks, we must, among other things:
- respond to competitive developments;
- attract, retain and motivate qualified personnel;
- succeed in our marketing efforts; and
- upgrade our products, services and technologies.
We cannot assure you that we will be successful in addressing the risks we
face or that we will be successful in our proposed expansion activities. The
failure to do so would have a material adverse effect on our business and
financial condition.
WE WILL NEED ADDITIONAL CAPITAL TO PURSUE OUR BUSINESS OBJECTIVES.
The development of our business and the expansion of our customer base
and product offerings will require significant capital. As of January 31,
1999, we had approximately $2.3 million cash primarily as a result of our
sale of our software business. In addition, we are entitled to receive up to
an additional $3.625 million in cash proceeds over the next year from the sale
of our software business, depending upon the revenues of that business in
1999. Although we believe our cash resources should be sufficient through
October 31, 1999, we will need additional capital to continue our business if
we fail to achieve sufficient cash flow from operations within that period.
Historically, we have been funded by issuances of equity securities, loans
from shareholders and other borrowings. There can be no assurance that these
sources of financing will be available to us in the future or, if available,
that they will be on terms acceptable to management. If we are unable to
obtain or generate capital to pursue our business objectives, we will fail.
OUR STOCKHOLDERS WILL FACE LIQUIDITY PROBLEMS WHEN THEY SEEK TO SELL THEIR
SHARES.
We currently do not meet the requirements to list our common stock on a
national securities exchange or on either the Nasdaq National Market or
SmallCap Market. The common stock trades only in the over-the-counter market
with certain such trades reported on the NASD's OTC Bulletin Board. As a
result, selling our shares may be more difficult because smaller quantities
of shares may be bought and sold, transactions may be delayed and security
analysts' coverage of us may be reduced. These factors may make it difficult
or impossible for you to sell shares in a timely manner, if at all.
In addition, the Securities and Exchange Commission defines our stock as
a "penny stock" because it has a market price of less than $5.00 per share.
Consequently, a broker/dealer must make a special suitability determination
for the prospective purchaser and have received the purchaser's written
consent to the transaction prior to the sale. The "penny stock" rules may
adversely affect the ability of broker/dealers to sell our shares and may
adversely affect your ability to sell the shares in the secondary market.
WE ARE CURRENTLY DEPENDENT ON ONLY A SINGLE SOURCE OF SUPPLY.
Currently, PT-1 Communications, Inc. supplies all of the
telecommunications products and services (principally prepaid calling cards)
resold by us. Although we believe that we have a favorable arrangement with
PT-1 for the provision of telecommunications products and services, we cannot
guarantee that the rates and services provided to us by PT-1 will remain
competitive within the industry. We believe that consumers in this market are
extremely price sensitive and, as a result, there is little, if any, customer
loyalty. Accordingly, we believe our ability to remain in this industry is
dependent upon offering competitive prices. Further, although we believe that
multiple other suppliers are available to meet our needs at competitive rates
and expect that such availability will continue in the foreseeable future, we
are unable to guarantee the continuing availability of such alternative
sources. If we are required to transition to one or more new suppliers,
either because we are unsuccessful in negotiating additional
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<PAGE>
favorable rates with PT-1 or because PT-1 is unwilling or unable to provide
us with telecommunications products and services for resale, our operations
could be disrupted and our business could be adversely affected.
WE MUST MANAGE SIGNIFICANT GOVERNMENT REGULATION IF OUR BUSINESS IS TO
SUCCEED.
Businesses offering prepaid calling cards, such as ours, are subject to
federal and state governmental regulations. At the federal level, the
industry is regulated by the Federal Telecommunications Commission, while at
the state level, telecommunication providers are subject to regulation by
various state agencies. Federal regulations require that long distance
telephone service providers maintain both domestic interstate and
international tariffs that contain their effective rates and terms and
conditions of service. Intrastate long distance telecommunication service
providers are also subject to various state regulations, which typically
require prior state certification, notification and registration and tariff
approval. Generally, companies offering such services must obtain and
maintain certificates of public convenience and necessity from state
regulatory authorities in each state which they offer service and file
tariffs and obtain tariff approval prior to providing intrastate
telecommunication services. PT-1 is responsible for all tariff and other
regulatory filings with regard to the prepaid calling cards purchased by us.
Therefore, we have not made separate tariff filings for the long distance
services. However, as we proceed with establishing our own long distance
telephone platform, we will need to obtain appropriate state and federal
regulatory approvals prior to offering other telecommunications products or
services.
OUR MARKET IS EXTREMELY COMPETITIVE.
The telecommunications industry is highly competitive. Specifically, the
prepaid calling card business is a rapidly growing segment of the
telecommunications industry with relatively low barriers to entry. We believe
that additional competitors, including internet-based service providers, will
be attracted to the prepaid calling card market. Additional competition may
result in significant pressures on pricing. There can be no assurance that
competition from existing or new competitors will not have a material adverse
effect on our business or financial condition, or that we will be able to
compete successfully in the future.
5
<PAGE>
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can
identify these statements by forward-looking words such as "may," "will,"
"except," "anticipate," "believe," "estimate," "continue" and similar words.
You should read statements that contain these words carefully because they:
- discuss our future expectations;
- contain projections of our future operating results or financial
condition; or
- state other "forward-looking" information.
We believe it is important to communicate certain of our expectations to
our investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk
factors listed in this prospectus, as well as any other cautionary language
included herein, provide examples of risks, uncertainties and events that may
cause our actual results to suffer materially from the expectations we
describe in our forward-looking statements. You should be aware that the
occurrence of any of the events described in the Risk Factors section and
elsewhere in this prospectus could have a material adverse effect on our
business, financial condition and results of operations. In such case, the
trading price of our common stock could decline and you could lose all or
part of your investment.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the SEC's public reference rooms. Our SEC
filings are also available to the public over the Internet on the SEC's
website at http:\\www.sec.gov. All of our SEC filings for periods prior to
February 1, 1999 were filed under the name Canmax Inc. On February 1, 1999,
we changed our name to ARDIS Telecom & Technologies, Inc. and reincorporated
under Delaware law.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information by
referring to those documents. The information incorporated by reference is a
part of this prospectus and will automatically be updated and superseded by
the information we later file. We incorporate by reference the documents
listed below and any future filings we made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
sale of all the shares covered by this prospectus:
- Annual Report on Form 10-K for the fiscal year ended October 31, 1998.
- Amendment to Annual Report on Form 10-K/A filed on February 9, 1999.
- Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1999.
- Current Report on Form 8-K filed December 22, 1998.
- The description of the common stock included in the Company's
registration statement on Form 10 filed on January 6, 1994.
You may request a copy of these filings and future filings, at no cost,
by writing or calling us at the following address and phone number:
ARDIS TELECOM & TECHNOLOGIES, INC.
8100 Jetstar Drive, Suite 100
Irving, Texas 75063
Tel: (972) 929-1920
Attn: Roger D. Bryant
6
<PAGE>
ABOUT ARDIS TELECOM & TECHNOLOGIES
On February 1, 1999, Canmax Inc. merged into its wholly owned
subsidiary, ARDIS Telecom & Technologies, Inc., to effect its reincorporation
under Delaware law. As a result of the reincorporation merger, Canmax Inc.
became ARDIS Telecom & Technologies, Inc., a corporation organized under
Delaware law.
ARDIS Telecom & Technologies, Inc. currently provides prepaid long
distance services to individuals and small businesses. We also expect to
enter other segments of the telecommunications industry such as dial tone and
supporting hardware services and prepaid enabling hardware and cellular
services. Our entry into these additional industry segments will be dictated
by our development and capabilities in these areas and market factors. See
"Risk Factors" for a discussion of the numerous risks associated with our
expansion into these industry segments.
Our prepaid long distance services are currently being offered across a
system maintained by PT-1. We believe that our agreement with PT-1 provides
favorable pricing to us and allows us to compete on a global basis in the
prepaid telecommunications market. We expect to leverage our experience in
the retail software industry with our telecommunications operations to allow
us to offer point-of-sale activations for our prepaid telecommunications
products.
Prior to December 7, 1998, our company, through our wholly-owned
subsidiary, Canmax Retail Systems, Inc., developed and provided
enterprise-wide technology solutions to the convenience store and retail
petroleum industries. On December 7, 1998, we sold our software business to
Affiliated Computer Services, Inc. for an initial payment of $4,000,000 and
contingent payments of up to $3,625,000. As a result of the sale of our
software business, we no longer operate in this industry.
Our principal executive offices are located at 8100 Jetstar Drive, Suite
100, Irving, Texas 75063, and our telephone number is 972-929-1920.
USE OF PROCEEDS
The selling stockholders will receive all of the net proceeds from the
sale of their shares. Accordingly, we will not receive any proceeds from the
sale of the shares.
7
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SELLING STOCKHOLDERS
On April 29, 1997, Founders Equity Group, Inc. entered into an agreement
with Electronic Data Systems Corporation whereby Founders purchased from EDS
863,364 shares of our common stock. In connection with such acquisition, we
granted certain registration rights to Founders and subsequent holders of
such shares. On December 9, 1998, Founders sold the 863,364 shares of common
stock to certain of its employees in a private transaction. These employees
are the selling stockholders under the prospectus.
The selling stockholders named in the next table have advised us that
they may from time to time, offer all, some or none of the shares shown next
to their name at the prices then prevailing in the over-the-counter market or
in an isolated transaction, at negotiated prices, with institutional or other
investors. Therefore, no estimate can be given as to the number of shares of
common stock that will be held by the selling stockholders upon or prior to
termination of this offering. Selling stockholders who are natural persons
have advised us that they have sole voting and investment power with respect
to their shares of common stock.
The selling stockholders are offering, by this prospectus, an aggregate
of 863,364 shares of common stock. As of April 8, 1999, 6,861,005 shares of
common stock were outstanding.
<TABLE>
<CAPTION>
BEFORE SALE
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NAME OF SELLING STOCKHOLDERS NUMBER PERCENT SHARES OFFERED
- ------------------------------ ---------- ------- --------------
<S> <C> <C> <C>
Scotty D. Cook 510,000(1) 7.2% 510,000
Thomas J. Spackman, Jr. 169,000 2.5% 169,000
Donald F. Moorehead 380,000(2) 5.4% 180,000
George O. Moorehead 289,000(3) 4.1% 89,000
Diana Crone 10,000 * 10,000
Mary Whittemore 10,000 * 10,000
John Curran 10,000 * 10,000
Aspen Partners, Inc. 6,000 * 6,000
Susan M. Wolf 10,000 * 10,000
Stacia Goad 3,364 * 3,364
Karen Stern-Wildberg 6,000 * 6,000
Norma Stachura 10,000 * 10,000
Evelyn Moorehead 10,000 * 10,000
Evan Moorehead 10,000 * 10,000
Donald P. Moorehead 10,000 * 10,000
Carol Moorehead 10,000 * 10,000
Karen Carpenter 10,000 * 10,000
</TABLE>
* Less than one percent.
- ----------------
(1) Includes 200,000 shares issuable upon the conversion of presently
convertible notes calculated based upon the closing price of our stock in April
8, 1999.
(2) Includes 200,000 shares issuable upon the conversion of presently
convertible notes calculated based upon the closing price of our stock in
April 8, 1999 held by the Don and Shelley Moorehead Charitable Trust, of
which Mr. Moorehead serves as a trustee.
(3) Includes 200,000 shares issuable upon the conversion of presently
convertible notes calculated based upon the closing price of our stock in
April 8, 1999 held by the George and Nancy Charitable Trust, of which Mr.
Moorehead serves as a trustee.
8
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PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus, by their donees or transferees, or by
their other successors in interest. The selling stockholders may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed prices,
which may be changed. Each selling stockholder reserves the right to accept
or reject, in whole or in part, any proposed purchase of shares, whether the
purchase is to be made directly or through agents.
The selling stockholders may offer their shares at various times in one
or more of the following transactions:
- in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
- in transactions in which brokers, dealers or underwriters purchase the
shares as principal and resell the shares for their own accounts
pursuant to this prospectus;
- in transactions "at the market" to or through market makers in the
common stock or into an existing market for the common stock, if any;
- in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or sales
of the shares effected through agents;
- in privately negotiated transactions;
- in transactions to cover short sales; or
- in a combination of any of the foregoing transactions.
From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time
by this prospectus. The selling stockholders also may transfer and donate
shares in other circumstances. The number of shares beneficially owned by
selling stockholders will decrease as and when the selling stockholders
transfer or donate their shares or default in performing obligations secured
by their shares. The plan of distribution for the shares offered and sold
under this prospectus will otherwise remain unchanged, except that the
transferees, donees, pledgees, other secured parties or other successors in
interest will be selling stockholders for purposes of this prospectus.
A selling stockholder may sell short the common stock. The selling
stockholder may deliver this prospectus in connection with such short sales
and use the shares offered by this prospectus to cover such short sales.
A selling stockholder may enter into hedging transactions with
broker-dealers. The broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with the selling
stockholder, including positions assumed in connection with distributions of
the shares by such broker-dealers. A selling stockholder also may enter into
option or other transactions with broker-dealers that involve the delivery of
the shares to the broker-dealers, who may then resell or otherwise transfer
such shares. In addition, a selling stockholder may loan or pledge shares to
a broker-dealer, which may sell the loaned shares or, upon a default by the
selling stockholder of the secured obligation, may sell or otherwise transfer
the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or
agents to sell their shares. The persons acting as agents may receive
compensation in the form of commissions, discounts or concessions. This
compensation may be paid by the selling stockholders or the purchasers of the
shares for whom such persons may act as agent, or to whom they may sell as
principal, or both. The compensation as to a particular person may be less
than or in excess of customary commissions. The selling stockholders and any
agents or broker-dealers that participate with the selling stockholders in
the offer and sale of the shares may be deemed to be "underwriters" within
the meaning of the Securities Act. Any commissions they receive and any
profit they realize on the resale of the shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Neither we
nor any selling stockholders can presently estimate the amount of such
compensation.
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If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the
shares from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. In such event, we will set forth in a
supplement to this prospectus the names of the underwriters and the terms of
the transactions, including any underwriting discounts, concessions or
commissions and other items constituting compensation of the underwriters and
broker-dealers. The underwriters from time to time may change any public
offering price and any discounts, concessions or commissions allowed or
reallowed or paid to broker-dealers. Unless otherwise set forth in a
supplement, the obligations of the underwriters to purchase the shares will
be subject to certain conditions, and the underwriters will be obligated to
purchase all of the shares specified in the supplement if they purchase any
of the shares.
We have advised the selling stockholders that during such time as they
may be engaged in a distribution of the shares, they are required to comply
with Regulation M under the Securities Exchange Act. With certain exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
other persons who participate in such a distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire
distribution is complete.
Under our registration rights agreements with the selling stockholders,
we are required to bear the expenses relating to this offering, excluding any
underwriting discounts or commissions, stock transfer taxes and fees of legal
counsel to the selling stockholders.
We have agreed to indemnify the selling stockholders and any
underwriters, brokers, dealers or agents and their respective controlling
persons against certain liabilities, including certain liabilities under the
Securities Act.
It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prices for the common stock.
This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with us
or, if earlier, on the date on which the selling stockholder has sold all of
his shares.
EXPERTS
The consolidated financial statements of ARDIS Telecom & Technologies,
Inc. as of and for the year ended October 31, 1998 appearing in our Annual
Report on Form 10-K/A and incorporated herein by reference have been audited
by King, Griffin & Adamson P.C. in reliance upon the report of such firm as
experts in auditing and accounting.
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at October 31, 1997, and for each of the two years in
the period ended October 31, 1997, as set forth in their report included in
our Annual Report on Form 10-K/A for the year ended October 31, 1998, which
is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
LEGAL MATTERS
For purposes of this offering, Arter & Hadden LLP, Dallas, Texas has
given its opinion as to the validity of the shares offered by the selling
stockholders.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
SEC registration fee. . . . . . . . . . . . . . . . . . . . . . . $ 630
Accounting fees and expenses. . . . . . . . . . . . . . . . . . . 5,000
Legal fees and expenses (not including Blue Sky). . . . . . . . . 18,000
Printing and engraving expenses . . . . . . . . . . . . . . . . . 1,500
Registrar and transfer agent's fees . . . . . . . . . . . . . . . 250
Blue Sky fees and expenses (including counsel fees) . . . . . . . 1,500
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . . . 0
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,880
----------
----------
</TABLE>
- -----------------
ITEM 15. Indemnification of Directors and Officers.
Our certificate of incorporation eliminates the liability of our
directors to the Company or its stockholders, except for liabilities relating
to any breach of a director's duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law,
transactions from which a director derives improper personal benefits and
other liabilities.
Our by-laws provide for the indemnification of an individual made a
party to any proceeding because he or she is a director, officer, employee or
agent against liability incurred in the proceeding if (i) he or she conducted
himself or herself in good faith; (ii) he or she reasonably believed that his
or her conduct was in or at least not opposed to the best interest of the
Company; and (iii) in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful. Insofar as
indemnification for liabilities arising under the Securities Act may be
committed to directors or persons controlling the Company, we have been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and it is therefore
unenforceable.
ITEM 16. Exhibits.
(a) Exhibits
The exhibits listed below are filed as part of or incorporated by
reference in this Registration Statement. Where such filing is made by
incorporation by reference to a previously filed report or registration
statement, such report or registration statement is identified in
parentheses. See the Index of Exhibits included with the exhibits filed as
part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
2.1 Agreement and Plan of Merger dated as of January 30, 1998, among
Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services,
Inc. (filed as Exhibit 2.1 to Form 8-K dated January 30, 1998 (the
"USC 8-K"), and incorporated herein by reference)
2.2 Rescission Agreement dated June 15, 1998 among Canmax Inc., USC and
former principals of USC (filed as Exhibit 10.1 to Form 8-K dated
January 15, 1998 (the "USC Rescission 8-K"), and incorporated
herein by reference).
2.3 Asset Purchase Agreement by and among Affiliated Computer Services,
Inc., Canmax and Canmax Retail Systems, Inc. dated September 3,
1998 (filed as Exhibit 10.1 to Canmax's Form 8-K dated December 7,
1998 and incorporated herein by reference).
11
<PAGE>
3.1 Certificate of Incorporation of ARDIS Telecom and Technologies,
Inc. (filed as Exhibit 3.3 to the Company's Annual Report on Form
10-K for the year ended October 31, 1998 (the "1998 Form 10-K") and
incorporated herein by reference).
3.2 Bylaws of ARDIS Telecom & Technologies, Inc. (filed as Exhibit 3.4
to the 1998 Form 10-K and incorporated herein by reference)
4.1 Registration Rights Agreement between Canmax and the Dodge Jones
Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report on
Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.2 Registration Rights Agreement between Canmax and Founders Equity
Group, Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report on
Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.3 Amended Stock Option Plan (filed as Exhibit 4.3 to the 1998 Form
10-K and incorporated herein by reference)
5.1* Opinion of Arter & Hadden LLP regarding legality of securities
being offered
23.1* Consent of Arter & Hadden LLP (included in a part of its Opinion
filed as Exhibit 5.1 hereto)
23.2* Consent of King, Griffin & Adamson P.C., independent auditors
23.3* Consent of Ernst & Young LLP
24.1** Power of Attorney
</TABLE>
* Filed herewith.
** Previously filed.
(b) Financial Statement Schedules
Schedules have been omitted because they are either not applicable or
the required information has been disclosed in the financial information or
notes thereto.
ITEM 17. Undertakings.
(a) RULE 415 OFFERING. 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 the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
12
<PAGE>
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to Canmax's Articles of Incorporation, Bylaws, both as amended, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
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.
(i) RULE 430A. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
13
<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 City of Irving, State of Texas, on the 30th
day of April, 1999.
ARDIS Telecom & Technologies, Inc.
By: /s/ Roger D. Bryant
--------------------------------------
Roger D. Bryant,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on the 30th day of April, 1999, by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
Chief Executive Officer, President and Director
/s/ Roger D. Bryant (PRINCIPAL EXECUTIVE OFFICER)
- -------------------------------
Roger D. Bryant
/s/ Debra L. Burgess Chief Operating Officer, Chief Financial Officer,
- ------------------------------- Executive Vice President and Director,
Debra L. Burgess (PRINCIPAL FINANCIAL OFFICER and PRINCIPAL ACCOUNTING OFFICER)
- ------------------------------- Director
Nick DeMare
- ------------------------------- Director
Robert M. Fidler
/s/ Thomas Rinehart* Director
- -------------------------------
Thomas Rinehart
*By: /s/ Roger D. Bryant
----------------------------
Name: Roger D. Bryant
----------------------------
Agent and Attorney-in-fact
</TABLE>
14
<PAGE>
INDEX TO EXHIBITS
<TABLE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
2.1 Agreement and Plan of Merger dated as of January 30, 1998, among
Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services,
Inc. (filed as Exhibit 2.1 to Form 8-K dated January 30, 1998 (the
"USC 8-K"), and incorporated herein by reference)
2.2 Rescission Agreement dated June 15, 1998 among Canmax Inc., USC and
former principals of USC (filed as Exhibit 10.1 to Form 8-K dated
January 15, 1998 (the "USC Rescission 8-K"), and incorporated
herein by reference).
2.3 Asset Purchase Agreement by and among Affiliated Computer Services,
Inc., Canmax and Canmax Retail Systems, Inc. dated September 3,
1998 (filed as Exhibit 10.1 to Canmax's Form 8-K dated December 7,
1998 and incorporated herein by reference).
3.1 Certificate of Incorporation of ARDIS Telecom and Technologies,
Inc. (filed as Exhibit 3.3 to the Company's Annual Report on Form
10-K for the year ended October 31, 1998 (the "1998 Form 10-K") and
incorporated herein by reference).
3.2 Bylaws of ARDIS Telecom & Technologies, Inc. (filed as Exhibit 3.4
to the 1998 Form 10-K and incorporated herein by reference)
4.1 Registration Rights Agreement between Canmax and the Dodge Jones
Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report on
Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.2 Registration Rights Agreement between Canmax and Founders Equity
Group, Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report on
Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.3 Amended Stock Option Plan (filed as Exhibit 4.3 to the 1998 Form
10-K and incorporated herein by reference)
5.1* Opinion of Arter & Hadden LLP regarding legality of securities
being offered
23.1* Consent of Arter & Hadden LLP (included in a part of its Opinion
filed as Exhibit 5.1 hereto)
23.2* Consent of King, Griffin & Adamson P.C., independent auditors
23.3* Consent of Ernst & Young LLP
24.1** Power of Attorney
</TABLE>
* Filed herewith.
** Previously filed.
15
<PAGE>
EXHIBIT 5.1
ARTER & HADDEN LLP
1717 MAIN STREET, SUITE 4100
DALLAS, TEXAS 75201
(214) 761-2100
April 30, 1999
ARDIS Telecom & Technologies, Inc.
8100 Jetstar Drive, Suite 100
Irving, Texas 75063
RE: OFFERING OF SHARES OF COMMON STOCK OF ARDIS TELECOM &
TECHNOLOGIES, INC.
Ladies and Gentlemen:
On April 30, 1999 ARDIS Telecom & Technologies, Inc., a Delaware
corporation and successor by merger to Canmax Inc. (the "Company"), expects
to file with the Securities and Exchange Commission Post-Effective Amendment
No. 2 to Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement relates to the offering (the "Offering") of up to 863,364 shares
(the "Registrable Shares") of the common stock, $.001 par value per share
(the "Common Stock"), by certain stockholders of the Company (collectively,
the "Selling Stockholders"). This firm has acted as your counsel in
connection with the preparation and filing of the Registration Statement, and
you have requested our opinion with respect to certain legal aspects of the
Offering.
In rendering our opinion, we have examined and relied upon the original
or copies, certified to our satisfaction, of (i) the Certificate of
Incorporation of the Company, as amended through the date hereof, (ii) the
Bylaws of the Company, as amended through the date hereof, (iii) copies of
various resolutions of the Board of Directors of the Company and (iv) such
other documents and instruments as we have deemed necessary.
In our examination, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as
certified or reproduction copies. As to various questions of fact material
to this opinion, we have relied upon representations or certificates of
officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent check or
verification of their accuracy.
<PAGE>
Based on the foregoing examination and subject to the comments and
assumptions set forth below, we are of the opinion that the Registrable
Shares to be sold by the Selling Stockholders in the Offering were validly
issued, are fully paid and are nonassessable.
This opinion is limited in all respects to the General Corporation Law
of the State of Delaware as in effect on the date hereof. For purposes of
this opinion, we have assumed that the shares of common stock of Canmax Inc.
exchanged for the Registrable Shares upon the merger of Canmax Inc. into the
Company were validly issued, full paid and nonassessable under Wyoming law.
We bring to your attention the fact that this legal opinion is an
expression of professional judgment and not a guarantee of result. This
opinion is given as of the date hereof, and we assume no obligation to update
or supplement such opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in laws or judicial decisions
that may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ ARTER & HADDEN LLP
----------------------
ARTER & HADDEN LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 333-33523) pertaining to 863,364 shares of ARDIS
Telecom & Technologies, Inc. common stock, of our report dated January 20,
1999, with respect to the consolidated financial statements of ARDIS Telecom
& Technologies, Inc. included in the Annual Report (Form 10-K/A) for the year
ended October 31, 1998.
/s/ KING GRIFFIN & ADAMSON P.C.
---------------------------------
KING GRIFFIN & ADAMSON P.C.
Dallas, Texas
April 27, 1999
16
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Post-Effective Amendment No. 2 to Form S-3 No.
333-33523), and related prospectus of ARDIS Telecom & Technologies, Inc.
(formerly Canmax Inc.), pertaining to the registration of 863,364 shares of
its common stock, and to the incorporation by reference therein, of our
report dated December 18, 1997, with respect to the consolidated financial
statements of ARDIS Telecom & Technologies, Inc. included in its Annual
Report (Form 10-K/A) for the year ended October 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------------------
ERNST & YOUNG LLP
Dallas, Texas
April 27, 1999
17
