As filed with the Securities and Exchange Commission on February 10, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
EQUISURE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1309882
(State or other jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
527 Marquette, Suite 1800
Minneapolis, Minnesota 55402
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (612) 338-3738
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
(Agent for Service)
Approximate date of commencement of proposed sale to the public. From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest investment plans, please check ____
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 ____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check 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 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. __X__
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of shares to be registered Amount to Proposed Proposed Amount of
be Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering Price
Share(1) (1)
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Common stock 111,516 $8.00 $892,128 $318.61
Total $318.61
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. Based upon the average
of the high and low sales prices of the Company's Common Stock as reported by
the American Stock Exchange on February 5, 1997.
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of Issuance and Distribution
Securities and Exchange Commission registration fee $318
Accounting fees $2,500
Legal fees $3,500
Printing and mailing $1,000
Total $7,318
Item 15. Indemnification of Directors and Officers
The only statute, charter provision, by-law contract or other
arrangement under which any director, officer or controlling person of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is set forth in the Registrant's Articles
of Incorporation, as amended, and in provisions of the Minnesota Corporation
Code and provide that in the event such statute is amended, the Registrant shall
indemnify such persons to the fullest extent permitted under Minnesota law.
However, under such statute, if a director, officer or controlling person is
unsuccessful on the merits in any proceeding, indemnification is authorized
under the statute only if such person is found to have met the statutory
standard of conduct either by a majority vote of a quorum of directors who are
not parties to the action, by independent legal counsel in a written opinion, or
by a shareholder vote.
Additionally, as authorized under the Minnesota Corporation Code, the
Articles of Incorporation of the Registrant provide that no director of the
Registrant shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of his fiduciary duty as a director, except for
liability for (i) any breach of the duty of loyalty, (ii) acts or omission not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) acts in violation of Minnesota Corporation Code or any successor
legislation, or (iv) any transaction from which such director derives an
improper personal benefit. The Articles of Incorporation provide that with
respect to these provisions, such provisions shall be automatically amended in
the event that the proceeding statutory provisions are amended, modified
expanded or otherwise changed to provide that directors liability will be
limited to the fullest extent allowed under the law.
Item 16. Exhibits
5 Opinion of Counsel
23 Consent of Accountant
Item 17. Undertakings
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:
(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as 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.
(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(b)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(6) That, for the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 London, Country of England, on this 4th day of
February, 1997.
EQUISURE, INC.
By: /s/ P. G. Uttley
__________________________________________
P. G. Uttley
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: 2/4/97 /s/ P. G. Uttley
________________________________________________
P. G. Uttley, Chairman of the Board of Directors
Date: 2/4/97 /s/ B. Harding
________________________________________________
B. Harding, President, Director
Date: ________________________________________________
D. J. Sachman, Chief Financial Officer, Director
Date: 2/4/97 /s/ Gerda Elsen
________________________________________________
Gerda Elsen, Director
PROSPECTUS
111,516 Shares
EQUISURE, INC.
The 111,516 shares of Equisure, Inc., a Minnesota corporation (Equisure
or the Company) may be offered for sale from time to time by and for the account
of certain stockholders of the Company (the Selling Shareholders). The Selling
Shareholders acquired the shares in exchange for services rendered to the
Company. The Company will not receive any of the proceeds from the sale of the
shares by the Selling Shareholders.
The common stock of the Company is listed on the American Stock
Exchange, and on February 5, 1997 the last reported sales price was $8.00 per
share.
The Selling Shareholders, or their transferees, from time to time may
offer and sell the shares directly or through agents or broker-dealers on terms
to be determined at the time of sale. To the extent required, the names of any
agents or broker-dealers, and applicable commissions or discounts and any other
required information with respect to any particular offer, will be set forth in
an accompanying Prospectus Supplement. See Plan of Distribution.
The Selling Shareholders and any agents or broker-dealers that
participate in the distribution of the shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the Securities
Act), and, in such event, any commissions received by them and any profit on the
resale of the shares may be deemed to be underwriting commissions or discounts
under the Securities Act.
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 February 10, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
and other information with the Securities and Exchange Commission (the
Commission). Such reports, and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and the
Commission's Regional offices at 75 Park Place, 14th Floor, New York, New York
100007; 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036
and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from such facilities and the Public Reference Section
of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549 at prescribed
rates.
This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1933 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company are incorporated by reference into this Prospectus:
(1) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) The Company's quarterly report on Form 10-Q for the quarter ended
June 30, 1996.
(3) The Company's quarterly report on Form 10-Q for the quarter ended
September 30, 1996.
(4) All other documents filed by the Registrant shall be deemed
incorporated by reference.
The Company will provide, without charge, to each person to whom a
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (not including
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for copies or such documents should be
directed to the Company, 527 Marquette, Suite 1800, Minneapolis, Minnesota
55402.
RISK FACTOR
Enforceability of civil liabilities against foreign persons. All of the
executive officers of the Registrant are foreign persons, and the assets of the
registrant are held in a foreign country. The Registrant is a Minnesota
corporation, and may be served with process; however, a judgment against the
Registrant may be difficult to collect because of the foreign officers and the
assets are held in a foreign country.
THE COMPANY
The Company is the owner of a wholly owned subsidiary, Equihot
Herverzekering, N.V., which is engaged in the reinsurance business.
Equihot Herverzekering N.V. is a corporation, incorporated in Belgium,
and was a wholly owned subsidiary of Equihot Delfstoffen N.V., also a Belgian
corporation. The former parent company is a metals trading company that trades
in raw, refined or constructed products of metal throughout the world. Equihot
Herverzekering N.V. was started as a reinsurance subsidiary of the former parent
company.
Equihot Herverzekering N.V. principally does business with companies in
the metal trading business. It only writes reinsurance, not the primary
insurance. The reinsurance is limited principally to that of financial or
political risks associated with the delivery of metal products, usually defined
as raw, refined or constructed products, warehoused or in transit, as a result
of the risks of political insurrection, riots, strikes and other malicious acts,
including terrorism; and relating to the movement of cargo by land, sea or air,
including the ship's hulls and light aircraft.
Aloe Vera Naturel, Inc. entered into an agreement with Equihot
Delfstoffen, N.V. a Belgian Corporation for a Plan of Exchange of Equihot
Hervezekering N.V. on May 10, 1996. Under the terms of the agreement Equihot
Delfstoffen N.V. transferred all of the issued and outstanding shares of Equihot
Hervezekering N.V. to the Company in exchange for 5,297,041 shares. At the
shareholders meeting on May 10, 1996 the shareholders elected the current
management of the Company and the management of Aloe Vera Natural, Inc. was no
longer the management of the Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares. All of the proceeds from the sale of the shares will be received by the
Selling Shareholders.
SELLING SHAREHOLDERS
The following table provides the names and number of shares of common
stock owned by each Selling Shareholder. Since the Selling Shareholder may sell
all, some or none of their shares, no estimate can be made of the aggregate
number of shares that are to be offered or that will be owned by each Selling
Shareholder upon completion of the offering to which this Prospectus relates.
The shares offered by this Prospectus may be offered from time to time
by the Selling Shareholders named below:
Shares of
Selling Shareholders Common Stock
-------------------- ------------
Continental Capital Corporation 40,000
Joseph Nielsen 71,516
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Total 111,516
The shares of Continental Capital Corporation and Joseph Nielsen are each less
than 1% of the total shares outstanding.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that the shares may
be sold from time to time by the Selling Shareholders, or their transferees, on
the American Stock Exchange or any national securities exchange or automated
interdealer quotation system on which the shares of common stock are then
listed, or through negotiated transactions or otherwise. The shares will not be
sold in an underwritten public offering. The shares will be sold at prices and
on terms then prevailing, at prices related to the then-current market price, or
at negotiated prices. The Selling Shareholders may effect sales of the shares
directly or by or through agents, broker or dealers, and the shares may be sold
by one or more of the following methods: (a) ordinary brokerage transactions,
(b) purchases by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this Prospectus, and (c) in "block" sales. At
the time a particular offer is made, a Prospectus Supplement, if required, will
be distributed that sets forth the name or names of agents or broker-dealers,
any commissions and other terms constituting compensation and any other required
information. In effecting sales, broker-dealers engaged by any Selling
Shareholder and/or the purchaser of the shares may arrange for other
broker-dealers to participate. Broker-dealers will receive commissions,
concessions or discounts from the Selling Shareholder and/or the purchasers of
the shares in amounts to be negotiated prior to the sale. Sales will be made
only through broker-dealers registered as such in a subject jurisdiction or in
transactions exempt from such regulation.
The Company shall comply with the requirements of Rule 144(c) under the
Securities Act, as the rule may be amended from time to time (or any similar
rule or regulation adopted by the Securities and Exchange Commission), regarding
the availability of current public information to the extent required to enable
the Selling Shareholders to sell shares without registration under the
Securities Act pursuant to Rule 144 (or any similar rule or regulation).
In offering the shares covered by this Prospectus the Selling
Shareholders and any broker, dealers or agents who participate in a sale of the
shares by the Selling Shareholders may be considered "underwriters" within the
meaning of Section 2(11) of the Securities Act, and the compensation of any
broker dealers may be deemed to be underwriting discounts and commissions.
The Company has filed this Registration Statement, of which this
Prospectus is a part, with respect to the sale of the shares and has agreed to
use its best efforts to keep the Registration Statement current and effective
for a period commencing on the effective date of the Registration Statement and
terminating twenty four months after the effective date.
The Company will not receive any of the proceeds from the sale of the
shares by the Selling Shareholders.
LEGAL MATTERS
The legality of the shares will be passed upon for the Company by
Charles Clayton, Minneapolis, Minnesota.
EXPERTS
The financial statements of Equisure, Inc. appearing in the Company's
Form 14A dated May 10, 1996 were audited by Stirtz Bernards Boyden Surdel &
Larter, PA independent auditors, as set forth in their report thereon, included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
[LETTERHEAD]
CHARLES CLAYTON
February 6, 1997
Equisure, Inc.
527 Marquette
Minneapolis, Minnesota
Gentlemen:
I have acted as counsel for the company in connection with the
preparation of the Registration Statement, and, based on this, I am of the
opinion that:
1. The company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Minnesota, with corporate
authority to conduct the business in which it is now engaged, and as described
in the Registration Statement.
2. The shares have been duly authorized, and, when issued and delivered
against payment, will be validly issued, fully paid and nonassessable and free
from preemptive rights, will be without cumulative voting rights and will
conform to the description in the Prospectus.
3. There is not pending, or to the knowledge of counsel, threatened,
any action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results of operations, present or prospective, of the company or of its
properties or assets.
I consent that this opinion be filed as an exhibit to the registration
statement, and to the use of my name in the registration statement under the
caption "Legal Matters."
Cordially,
/s/ Charles Clayton
Charles Clayton
Consent of Independent Auditors
We consent to the references to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Equisure, Inc. for
the registration of 111,516 shares of its common stock and to the incorporation
by reference therein of our report dated June 5, 1996, with respect to the
consolidated financial statements of Equisure, Inc. included in its Schedule
14A, filed with the Securities and Exchange Commission on October 15, 1996.
/s/ Stirtz Bernards Boyden Surdel & Larter, P.A.
Edina, Minnesota
January 27, 1997
