As filed with the Securities and Exchange Commission on May 5, 1997
Registration No. 333-09571
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
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. 1996 Incentive Plan
(Full title of the Plan)
----------------
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)
----------------
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
=========================================================================
<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
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.
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 5,
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.
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
370,834 Shares
Interstate National Dealer Services, Inc.
Common Stock
PROSPECTUS
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
(Zvi D. Sprung) Officer)
/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.
1996 Incentive Plan.**
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
