As filed with the Securities and Exchange Commission on May 5, 1997
Registration No. 333-09567
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERSTATE NATIONAL DEALER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3078398
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The Omni, Suite 700
333 Earle Ovington Boulevard
Mitchel Field, New York 11553
(Address of principal executive offices) (Zip code)
Interstate National Dealer Services, Inc.
Amended and Restated 1993 Stock Option Plan
(Full title of the Plan)
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Chester J. Luby
Interstate National Dealer Services, Inc.
The Omni, Suite 700
333 Earle Ovington Boulevard
Mitchel Field, New York 11553
(516) 228-8600
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 contains the form of reoffer
prospectus to be used by certain officers, directors and employees of the
Registrant with respect to the securities acquired, or that will be acquired,
by them pursuant to certain of the Registrant's employee benefit plans.
<PAGE>
370,834 Shares
Interstate National Dealer Services, Inc.
Common Stock
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All of the 370,834 shares of common stock, $.01 par value per share (the
"Shares"), of Interstate National Dealer Services, Inc. (the "Company") covered
hereby are being registered for the account of certain of the Company's
employees and directors (collectively, the "Selling Stockholders") who were
awarded options to purchase the Shares pursuant to the Company's Amended and
Restated 1993 Stock Option Plan, as amended, and the Company's 1996 Incentive
Plan. See "Selling Stockholders." The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders.
The Shares are quoted on the National Market of The National Association of
Securities Dealers' Automated Quotation System ("Nasdaq") under the symbol
"ISTN." On April 30, 1997, the last reported sale price of the Shares on
Nasdaq was $6.50 per share.
Any sale by a Selling Stockholder, or by pledgees, transferees or other
successors-in-interest of a Selling Stockholder, will be made through customary
brokerage channels or private sales and may be made on Nasdaq or in the over-
the-counter market, or otherwise at prices to be determined at the time of such
sales. See "Plan of Distribution."
No underwriter is being used in connection with the registration of the Shares
and, accordingly, the Shares are being offered without any underwriting
discounts. Normal brokerage commissions, discounts and fees are payable by the
Selling Stockholders.
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 ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
THE FOLLOWING STATEMENT IS REQUIRED BY FLORIDA LAW: THE COMPANY AND ITS
AFFILIATES DO NOT DO BUSINESS WITH THE GOVERNMENT OF CUBA OR WITH ANY
PERSON OR AFFILIATE LOCATED IN CUBA.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE
TO ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF,
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
May 5, 1997
<PAGE>
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith is required to file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at its offices at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the regional office of the Commission located at Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such materials can be obtained by
mail from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additionally, the Commission maintains a Web site containing reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address for such Web site is
http://www.sec.gov.
The Shares are quoted on Nasdaq and reports, proxy statements and other
information concerning the Company may also be inspected at Nasdaq.
The Company has filed with the Commission a Post-Effective Amendment No. 1
to its Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Shares offered hereby.
This Prospectus, which constitutes a part of the Registration statement, does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto, as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents
of any contract or other document which is filed as an exhibit to the
Registration Statement are not necessarily complete, and each statement is
qualified in its entirety by reference to the full text of such contract or
document. For further information with respect to the Company and the Warrant
Shares offered hereby, reference is made to the Registration Statement,
including the exhibits thereto and the financial statements, notes and
schedules filed as a part thereof, which may be inspected and copied at the
public reference facilities of the Commission referred to above.
The Company furnishes stockholders with annual reports containing audited
financial statements. The Company also furnishes its common stockholders with
proxy material for its annual meetings complying with the proxy requirements of
the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission are hereby incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the year ended October
31, 1996.
2. The Company's Proxy Statement for its Annual Meeting of Stockholders
on April 16, 1997.
3. The Company's Quarterly Report on Form 10-QSB for the quarter ended
January 31, 1997.
4. The Company's Current Report on Form 8-K dated December 23, 1996 and
filed with the Commission on December 23, 1996.
5. The description of the Common Stock contained in the Company's
registration statement under Section 12 of the Exchange Act and all amendments
and reports filed for the purpose of updating that description.
6. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since October 31, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in and to be a part of
this Prospectus from the date of filing of such reports and documents.
Any statement contained herein or in a document which is incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement in any subsequently filed
document that is also deemed to be incorporated by reference herein modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
This Prospectus incorporates documents by reference which are not
presented or delivered herewith. These documents are available upon written or
oral request from the Company, without charge, to each person to whom a copy of
this Prospectus has been delivered, including a copy of its most recent Annual
Report to Stockholders, other than exhibits to those documents. Requests
should be directed to Interstate National Dealer Services, Inc., Attention:
Chief Financial Officer, 333 Earle Ovington Boulevard, Mitchel Field, New York
11553 (telephone (516) 228-8600).
<PAGE>
THE COMPANY
The Company designs, markets and administers service contacts and
warranties for new and used motor vehicles and recreational vehicles and, to a
lesser extent, watercraft, motorcycles and other vehicles. A vehicle service
contract is an agreement between either the dealer or the administrator and the
vehicle purchaser under which the dealer or the administrator agrees to replace
or repair for a specific term designated vehicle parts in the event of a
mechanical breakdown. Vehicle service contracts supplement, or are in lieu of,
manufacturers' warranties and provide a variety of extended coverage options
(typically ranging from three months to seven years and/or 3,000 miles to
150,000 miles) generally offered for sale by dealers to vehicle purchasers in a
manner similar to other options. In some instances, service contracts are sold
directly to the vehicle owners by the Company or others.
The Company offers a variety of vehicle service contract and warranty
programs through its nationwide sales force of approximately 100 independent
sales agents consisting of both companies and individuals (the "Agents"). The
Company enters into a non-exclusive agreement with each dealer, under which the
Company obtains insurance coverage to cover such dealer's liability for claims
under its vehicle service contracts and assists such dealer, and purchasers,
with the making, processing and adjustment of claims. The Company also
administers service contracts and claims for other service contract marketers
("Private Labels").
In April 1995, the Company formed an affiliated insurance company,
National Service Contract Insurance Company Risk Retention Group, Inc. ("NSC").
Prior to March 1996, substantially all of the insurance policies arranged by
the Company as administrator to its dealers had been underwritten by The
Travelers Indemnity Company ("Travelers") and National Warranty Insurance, Risk
Retention Group ("National Warranty"). Commencing March 1996, the insurance
policies arranged by the Company have been underwritten by Travelers and NSC.
Each dealer pays a net rate for each service contract or warranty sold by
such dealer. This payment includes (i) an administrative fee for the Company
from which the Company pays any commission due the Agent, (ii) insurance
premiums and fees for the insurance underwriter, and (iii) a claims reserve to
be placed in an interest-bearing loss reserve account maintained for the
benefit of the contract purchaser. The net rate for service contracts ranges
from $75 to over $3,000 per contract with a typical average net rate per
contract of $360 for a new car, $400 for a used car and $500 for a new or used
recreational vehicle. Each dealer is free to determine the price at which it
will sell the service contract to the purchaser. The amount a dealer charges
for the service contract in excess of the net rate is additional income to such
dealer. The administrative fee for the Company ranges from $30 to $212 (prior
to the payment to the Agent of any commission which generally ranges form $10
to $100) per contract, which fee varies based on the type of service contract
sold by a dealer.
The various vehicle service contract programs offered by the Company are
designed to provide dealers with an additional source of revenue and to
increase dealers' ability to sell vehicles. For example, certain of the
Company's programs provide that dealers and other participants (such as Agents)
who reach certain sales volumes receive additional revenues if, and to the
extent, claims paid on their service contracts are less than the claims
reserves maintained for such contracts. Under certain circumstances, the
Company may also be entitled to unconsumed claims reserves, including reserves
attributable to dealers who have not achieved specified sales volumes of
service contracts.
The Company's business has historically focused on extended warranties for
new automobiles and, to a lesser extent, used cars. In the past two fiscal
years, however, the mix of the Company's business has changed such that a
higher percentage of sales are from warranties for used cars. In addition, the
Company has expanded into other markets, such as recreational vehicles and
watercraft, and has realized an increasing portion of revenues from its
recreational vehicle programs.
The Company markets its services and products, using its network of
independent Agents, primarily to dealers and, to a lesser extent, leasing
companies, finance companies and other service contract marketers. The Company
promotes is services and products to the Agents and, to some extent, to dealers
primarily through the participation of the Company at trade shows and
advertising in trade publications. The Company has also obtained Agents and
dealers through recommendations and referrals from existing Agents and dealers
and others, some of which receive a commission from the Company upon the sale
of its services and products. To assure a high level of competence and
awareness of its current administrative services and products, the Company
provides initial and on-going training for its Agents and dealers.
The dealers participating in the Company's programs sell motor vehicles
and recreational vehicles manufactured by all of the major manufacturers whose
products are sold in North America. Most of the Company's dealers sell
products from more than one manufacturer. Accordingly, the Company does not
focus its sales and marketing efforts on any one vehicle manufacturer or on any
small group of manufacturers.
To improve its market penetration in these markets, as well as in the new
and used motor vehicle and recreational vehicle industries, the Company (a)
formed NSC to underwrite insurance policies arranged for by the Company and (b)
has increased its promotional and advertising efforts through additional
participation in trade shows, increased advertising in trade publications and
the recruitment of new Agents.
The Company enters into an independent agent agreement with each of its
Agents which is terminable at any time by the Company or the Agent upon 30
days' written notice or by the Company immediately for cause. The agreement
provides that, among other things, the Agents solicit dealers, on a non-
exclusive basis, for the Company within designated territories which may
include one or more states or portions thereof. Most Agents are compensated on
a flat rate commission basis. Agents may sell products and services of other
companies, including competitors of the Company and have no obligation to sell
the products and services offered by the Company. As of October 31, 1996, the
Company had approximately 100 "active" Agents (that is, Agents who within the
prior 12 months have sold the Company's products and services).
In order to sell service contracts to vehicle owners who had not purchased
a service contract through their dealers at the time of the vehicle purchase,
the Company also makes sales through its own and a third party's direct
marketing facility. To facilitate such sales, the Company offers a service
contract financing program. Under the Company's financing program, a purchaser
of a service contract is given the option to pay for such contract on a monthly
basis over a period of time, without interest. The Company believes its
exposure from these financed contracts is minimal because the service contract
is terminated if the purchaser fails to make monthly payments to the Company.
The Company was incorporated in Delaware in 1991 and commenced operations
in November 1991 with the purchase of certain assets and the assumption of
certain liabilities of INDS Group, Inc., a California corporation which
commenced operations in 1981 under the name Interstate National Dealer Services
Group, Inc.
The principal executive offices of the Company are located at 333 Earle
Ovington Boulevard, Mitchel Field, New York and its telephone number is (516)
228-8600.
<PAGE>
USE OF PROCEEDS
The Shares offered hereby are being registered for the account of the
Selling Stockholders and, accordingly, the Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Shares by the Selling Stockholders as of May 2, 1997,
and the number of Shares being offered by this Prospectus. Each Selling
Stockholder will receive all of the net proceeds from the sale of his
respective Shares offered hereby.
Beneficial Ownership
____________________
Percentage of
Outstanding Number of Shares
Name of Selling Stockholder Number Common Shares Being Registered
___________________________ _______ ______________ ________________
Chester J. Luby(1). . . . . .680,800 19.0% 110,000
Cindy H. Luby(2). . . . . . .186,394 5.2% 105,834
Lawrence J. Altman(3) . . . . 67,500 2.0% 65,500
Zvi D. Sprung(4). . . . . . . 19,500 * 19,500
Robert E. Schulman(5) . . . . 99,534 * 15,000
William Brown(5). . . . . . . 18,000 * 15,000
Donald Kirsch(5). . . . . . . 15,000 * 15,000
Joan S. Luby. . . . . . . . .492,500 14.5% 25,000
_______ ______ _______
Total 1,579,228 40.7% 370,834
========= ==== =======
_____________________
* Less than 0.1%.
(1) Chairman Chief Executive Officer and Director.
(2) President, Chief Operating Officer and Director.
(3) Senior Vice President.
(4) Chief Financial Officer, Treasurer and Secretary.
(5) Director.
<PAGE>
PLAN OF DISTRIBUTION
Any sale by a Selling Stockholder, or by pledgees, transferees or other
successors-in-interest of a Selling Stockholder, will be made through customary
brokerage channels or private sales and may be made on Nasdaq or in the over-
the-counter market, or otherwise at prices to be determined at the time of such
sales. The Company will not receive any proceeds from the sale by the Selling
Stockholders of the Shares offered hereby. The Shares may be sold from time to
time to purchasers directly by any of the Selling Stockholders, or by pledgees,
transferees or other successors-in-interest of the Selling Stockholders.
Alternatively, any of the Selling Stockholders may from time to time offer the
Shares through underwriters, dealers or agents who may receive compensation in
the form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Shares for whom they may act as agent
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). The
Selling Stockholders and any such underwriters, dealers or agents who
participate in the distribution of the Shares may be deemed to be underwriters,
and any profits on the sale of the Shares by them and any discounts,
commissions or concessions received by any such underwriters, dealers or agents
might be deemed to be underwriting discounts and commissions under the
Securities Act. At any time a particular offer of the Shares is made, if
required, a supplement to this Prospectus will be distributed that will set
forth the aggregate amount of the Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers. Such prospectus supplement and, if necessary, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part, will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the Shares.
The Shares may be sold from time to time in one or more transactions,
including block transactions, at a fixed offering price, which may be changed,
or at varying prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the Selling Stockholders or by agreement
between the Selling Stockholders and underwriters or dealers. From time to
time the Selling Stockholders may engage in short sales against the box, puts
and call and other transactions in securities of the Company and derivatives
thereof, and may sell and deliver the Shares in connection therewith. Further,
except as set forth herein, the Selling Stockholders are not restricted as to
the number of Shares which may be sold at any one time, and it is possible that
a significant number of Shares could be sold at the same time, which may have a
depressive effect on the market price of the Shares.
The Selling Stockholders may also pledge Shares as collateral for margin
accounts, and such Shares could be resold pursuant to the terms of such
accounts.
There can be no assurance that the Selling Stockholders will sell any or
all of the Shares offered by them hereunder.
The Company will pay substantially all of the expenses incident to the
registration, offering and sale of the Shares to the public other than (i)
discounts, commissions, fees and expenses of underwriters, dealers or agents
and (ii) other fees and expenses of the Selling Stockholders. The Company also
has agreed to indemnify the Selling Stockholders and any underwriter they may
utilize against certain liabilities, including liabilities under the Securities
Act.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state, or
unless an exemption from registration or qualification is available and is
obtained.
LEGAL MATTERS
Certain legal matters in connection with the sale of the Warrant Shares
offered hereby will be passed upon for the Company by Robinson Silverman Pearce
Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New York 10104.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Prospectus and elsewhere in this Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto and have been incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
<PAGE>
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No dealer, salesperson or other individual has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made,
such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the Shares in any jurisdiction where,
or to any person to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the facts set forth in this Prospectus or in the affairs of the Company
since the date hereof.
______________
SUMMARY TABLE OF CONTENTS
Page
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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<PAGE>
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370,834 Shares
Interstate National Dealer Services, Inc.
Common Stock
-------------
PROSPECTUS
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May 5, 1997
===============================================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Mitchel Field, State of New York, on May 5, 1997.
INTERSTATE NATIONAL DEALER SERVICES, INC.
By: /s/ Chester J. Luby
________________________________________
Chester J. Luby, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
____ _____ ____
/s/ Chester J. Luby Chairman, Chief Executive May 5, 1997
________________________ Officer and Director
(Chester J. Luby) (Principal Executive Officer)
/s/ Cindy H. Luby President, Chief Operating May 5, 1997
________________________ Officer and Director
(Cindy H. Luby) (Principal Financial Officer)
/s/ Zvi D. Sprung Chief Financial Officer May 5, 1997
________________________ (Principal Accounting Officer)
(Zvi D. Sprung)
/s/ Robert E. Schulman Director May 5, 1997
________________________
(Robert E. Schulman)
/s/ William Brown Director May 5, 1997
________________________
(William Brown)
/s/ Donald Kirsch Director May 5, 1997
________________________
(Donald Kirsch)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
4.1 Amended and Restated Certificate of Incorporation of the Company*
4.2 Form of Common Stock Certificate.*
4.3 Amended and Restated Bylaws of the Company.*
4.4 Interstate National Dealer Services, Inc. Amended and Restated
1993 Stock Option Plan, as amended.**
5.1 Opinion of Robinson Silverman Pearce Aronsohn
& Berman LLP regarding legality.**
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Robinson Silverman Pearce Aronsohn
& Berman LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page
of this Registration Statement).**
______________
* Previously filed as an exhibit to the Registration Statement on Form SB-2,
File No. 33-74222-NY.
** Previously filed.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post-Effective Amendment No. 1 on Form S-8 of our report
dated January 8, 1997 incorporated by reference in the Interstate National
Dealer Services, Inc. Form 10-KSB for the year ended October 31, 1996 and to
all references to our Firm in this Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Melville, New York
May 5, 1997
