<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 04-3226365
(STATE OF INCORPORATION) 266 BEACON STREET (I.R.S. EMPLOYER
BOSTON, MA 02116 IDENTIFICATION NUMBER)
(617) 266-3600
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------
STANTON V. ABRAMS, PRESIDENT
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
266 BEACON STREET
BOSTON, MA 02116
(617) 266-3600
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
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PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
ALAN L. STANZLER, ESQ.
DAVIS, MALM & D'AGOSTINE, P.C.
ONE BOSTON PLACE
BOSTON, MA 02108
(617) 367-2500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum
of Securities to to be Offering Price Aggregate Offering Amount of Registration
be Registered Registered Per Share (1) Price (1) Fee
- ---------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock,
$0.001 par value..... 767,836 shares $2.125 $1,631,651.50 $494.44
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 based upon the average of the high and low
price of the Registrant's Common Stock on the NASDAQ Small-Cap Market on June
27, 1997.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
PROSPECTUS SUBJECT TO COMPLETION JULY 1, 1997
- ----------
767,836 Shares
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
-----------------------------
Common Stock
($.001 par value)
-----------------------------
This Prospectus relates to the offering of shares of the Common Stock of
Senior Tour Players Development, Inc., from time to time by any or all of the
Selling Stockholders named herein (the "Selling Stockholders"). See "Selling
Stockholders." The Company issued (or agreed to issue) to certain of the Selling
Stockholders a total of 742,836 of such shares in connection with the Company's
acquisition on December 31, 1996 of interests in the Las Vegas Golf Center, LLC,
a Delaware limited partnership, and to certain other Selling Stockholders a
total of 25,000 of such shares in payment for design services relating to
another golf facility owned by the Company. All of such shares were (or will be)
issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by Section
4(2) thereof. The Selling Stockholders will generally sell shares of Common
Stock on the Nasdaq Small-Cap Market or the Boston Stock Exchange at prices
prevailing at the time of such sales, although sales may potentially be made in
other transactions. See "Plan of Distribution." The Company will receive no part
of the proceeds of sales made hereunder. All expenses of registration incurred
in connection with this offering are being borne by the Company, but all
commissions and other selling expenses incurred by Selling Stockholders will be
borne by such Selling Stockholders.
The Common Stock of the Company is traded on the Nasdaq Small-Cap Market
(Symbol SRTR) and on the Boston Stock Exchange. On [June 30, 1997], the closing
price of the Company's Common Stock on the Nasdaq Small-Cap Market, as reported
in The Wall Street Journal, was [$2.125].
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
Each Selling Stockholder and any broker-dealers executing selling orders or
otherwise participating in the sale of shares on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). Any commissions
received by any such broker-dealers and any profit on the resale of shares
purchased by them from the Selling Stockholders may be deemed to be underwriting
commissions 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
THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------
The date of this Prospectus is ______, 1997.
-1-
<PAGE> 3
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering described herein, and, 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, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained or incorporated by reference herein
is correct as of any time subsequent to the date hereof or thereof.
TABLE OF CONTENTS
Page
----
Available Information........................................................2
Incorporation of Certain Documents by Reference..............................3
Risk Factors.................................................................3
The Company..................................................................7
Selling Stockholders.........................................................7
Plan of Distribution.........................................................8
Experts......................................................................9
Legal Matters................................................................9
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission") (File No. 1-13362).
Such reports, proxy statements and other information can be inspected and copied
at the Public Reference Room of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048, and at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and copies of such material can be obtained
from the Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. Information, as of particular dates, concerning directors and
officers of the Company, their remuneration, options granted to them, the
principal holders of securities of the Company, and any material interest of
such persons in transactions with the Company has been or will be disclosed in
the proxy statements to be distributed to stockholders of the Company and filed
with the Commission. The Commission also maintains a Web Site that contains
reports, proxy statements and other information regarding issuers, including the
Company, that file electronically with the Commission. The address of such site
is http://www.sec.gov. Reports, proxy statements and other information
concerning the Company may also be inspected at, and obtained from, the offices
of the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20002.
This Prospectus contains information concerning the Company, but does not
contain all the information set forth in the Registration Statement on Form S-3
which the Company has filed with the Securities and Exchange Commission under
the Securities Act (the "Registration Statement"). The Registration Statement,
including various exhibits, may be inspected at the Commission's office in
Washington, D.C. 20549 and copies of which may be obtained from the Commission
at prescribed rates.
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-KSB for the year ended December
31, 1996;
(2) the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997;
(3) the proxy statement for the Company's Annual Meeting of Stockholders
on June 27, 1997; and
(4) the Company's Current Reports on Form 8-K dated December 31, 1996 and
January 2, 1997, and Amendments to such Current Reports on Form 8-K/A.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the shares of Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Chief Financial Officer of the Company, 266 Beacon Street,
Boston, MA 02116, telephone (617) 266-3600.
RISK FACTORS
In addition to reviewing the Company's Reports and other documents
incorporated herein by reference and the other information in this Prospectus,
the following factors should be considered carefully in evaluating the Company
and its business before purchasing the Common Stock offered hereby. In addition,
prospective investors should be aware that the Company's Reports and other
documents incorporated herein by reference contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Actual results and events could differ
materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in such Reports and other documents.
LIMITED HISTORY AND SIZE OF OPERATIONS
The Company was organized as a Nevada corporation on April 6, 1994 and was
in the development stage until the fourth quarter of 1995 when the Company's
initial and, to date, only golf course development project, The Badlands Golf
Club in Las Vegas, Nevada (the "Badlands"), opened for public play. The Company
presently generates substantially all of its operating revenues from the
Badlands. Although the Company intends to pursue other acquisition and
development opportunities, at least for the immediate future the Company will
have a narrow revenue base and be highly dependent on the Badlands for its
operating revenues. The failure of the Badlands to generate revenues sufficient
to fund the Company's golf course operating and corporate overhead expenses
would have a material adverse effect on the Company.
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<PAGE> 5
The Badlands is situated on land which is leased from the landowner under a
long-term lease, and although the Company's lease provides for a total term of
ninety (90) years, the lease may be terminated if the Company defaults in it
obligations thereunder after expiration of applicable grace periods. The
termination of the Company's lease at the Badlands would have a material adverse
effect on the Company.
RISKS OF GOLF COURSE OPERATION
Environmental Regulations. Operations at the Company's facilities involve
the use and storage of various hazardous materials such as herbicides,
pesticides, fertilizers, motor oil and gasoline. Under various Federal, state
and local environmental laws, ordinances and regulations, a current or previous
owner or operator of real estate, including a lessee, may be required to
investigate and clean up hazardous or toxic substances or petroleum product
releases at its property and may be held liable to a governmental entity or to
third parties for property damage and for investigation and remediation costs
incurred by such parties in connection with the contamination. These laws
typically impose remediation responsibility and liability without regard to
whether the owner or operator knew of or caused the presence of the
contaminants, and the liability under such laws has been interpreted to be joint
and several. At golf facilities, the inappropriate use, misuse, or accidental
spillage of toxic pesticides, chemicals or fertilizers may contaminate the soil
or groundwater. The cost of investigation, remediation or removal of these and
other hazardous substances may be substantial and the owner's or operator's
liability therefor under such laws is generally not limited. In addition, the
presence of such hazardous substances, or the failure to properly remediate the
contamination on the property, may adversely affect the owner's ability to sell
the property or to borrow using the property as collateral.
At the Badlands, the Company engaged an environmental engineering firm
which conducted a Phase I environmental audit. The consultant found no evidence
of environmental conditions in connection with the golf course site other than
dump fill dirt and debris (which was removed and disposed of in a sanitary
landfill) and that portions of the site are within the 100 year flood plain (the
consultant recommended that hazardous substances not be located within the
floodplain because surfacewater run-off is considered a pathway for potential
contaminants).
Risks Associated with Adequate Water Supplies. Turf grass conditions at
golf courses depend to a large extent on the quality and quantity of water. In
regions where water is scarce, the Company may be required (as was done at the
Badlands) to purchase water rights to satisfy all or a portion of its course's
water needs. There is no assurance that sufficient water will be available or,
if available that it will be on advantageous terms, nor is there assurance that
certain conditions, including drought, government regulation or environmental
matters, which could adversely affect the supply of water to a particular golf
course, will not arise.
Seasonality. Although the playing season at the Badlands is year-round, a
reduction in greens fees and resulting revenues are expected during June, July
and August due to hot weather conditions. Seasonal weather conditions are likely
to limit the playing season at golf courses which may be developed or acquired
in other parts of the country. Although seasonal patterns may vary depending on
the location of a facility, these patterns may cause the Company's results of
operations to vary significantly from quarter to quarter.
Dram-Shop Laws. The Company serves alcoholic beverages at its clubhouse
facilities. Accordingly, it is subject to "dram shop" laws which provide a
person injured by an intoxicated person the right to recover damages from an
establishment that wrongfully served alcoholic beverages to the intoxicated
person.
RISKS OF GOLF FACILITY DEVELOPMENT
The Company's future operations are expected to include the development and
construction of new golf courses and golf practice centers on undeveloped sites.
The development of such facilities will involve risks which are greater than
those associated with the acquisition of existing properties with established
histories of successful operation.
General. Risks associated with the Company's development and construction
of new facilities include the risk that the Company may abandon development
opportunities after expending resources to determine feasibility; the
construction costs of a golf project may exceed original estimates; the ability
to charge projected green, cart and other fees at a newly-completed course may
not meet the Company's expectations; financing may not be available for a
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<PAGE> 6
particular development or, if available, may not be offered on terms that are
satisfactory to the Company; and construction may not be completed on schedule,
resulting in a delay in the opening of the facility and a lack of revenues to
meet the ongoing financial obligations associated with the project. Development
activities are also subject to risks relating to the inability to obtain, or
delays in obtaining, all necessary zoning, land-use, building, occupancy,
environmental, conservation, and other required governmental permits and
authorizations. If any of the foregoing risks occur, the Company's ability to
achieve expected results could be adversely affected.
Timing Constraints of Seeding Golf Courses - Delay in Revenues. The
construction of a golf course is subject to timing constraints. In particular,
Bermuda Grass, which is used in warm weather climates, requires a full summer
season to germinate and take root. If the seed is not planted until mid-summer,
it may be necessary to allow continued growth during the summer of the following
year in order for a course to be ready for play.
Risks Associated with Wildlife Preservation Issues. Since undeveloped sites
of a magnitude sufficient to build a golf course are often homes for wildlife,
concerns raised by public or private wildlife authorities or advocates can cause
unpredictable results and delays. For instance, at the Badlands, the Company was
required to engage a licensed environmental consulting firm which removed and
relocated desert tortoises in accordance with the requirements of the United
States Fish and Wildlife Services and the Nevada Department of Wildlife.
Limited Development Experience of Management. Although the Company's
management team is experienced in the acquisition, ownership, management and
marketing of existing golf facilities, the Badlands is the only new golf
facility which the Company has developed to date. Accordingly, the Company will
continue to be dependent on the expertise of the engineering, construction and
other firms it engages for a particular development project.
GOLF INDUSTRY AND FINANCING RISKS
The industry in which the Company competes is highly competitive and
capital intensive. The Company's future growth and profitability will be
dependent upon future developments and/or acquisitions of additional golf
courses and golf practice facilities. The number of attractive acquisitions and
development opportunities may be limited and the Company may compete with other
potential buyers whose financial and management resources are substantially
greater than those of the Company. There can be no assurance that the Company
will be successful in developing or acquiring any particular project or that any
projects acquired or developed by the Company will be profitable. Additionally,
the Company will be dependent upon third-party funding in the form of equity
participation and/or debt to finance its development and acquisition of future
golf courses and golf practice facilities. Until funding is obtained for new
golf courses and golf practice facilities, the Company will be unable to proceed
with those projects.
In addition to competing with the Company at the acquisition and
development stage, competitors could also acquire and/or develop golf courses
and/or golf practice facilities in the same market as a Company facility and put
the Company at a competitive disadvantage with respect to pricing and costs of
operation. The Company's revenues will be largely dependent on industry factors
which are beyond its control such as the availability of discretionary income
for golf, a sustained level of popularity for golf, and shifting consumer
preferences.
DEPENDENCE ON KEY PERSONNEL
The success of the Company is substantially dependent on the services of
its officers and directors who have experience in the business of golf and,
specifically, the acquisition and management of golf facilities. The Company is
dependent in particular upon the services of Stanton V. Abrams, its President
and founder, who, in addition to his golf facility acquisition and management
experience, has established relationships with present and former touring golf
professionals who may be engaged to provide promotional and other services to
the Company. If the Company were to lose the services of Mr. Abrams, its
business could be materially and adversely affected. The Company does not have
key man life insurance on the lives of any of its officers and directors. The
Company presently has no employment contracts with any of its officers.
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<PAGE> 7
OUTSTANDING WARRANTS AND STOCK OPTIONS
The Company now has outstanding 1,753,200 publicly-held warrants (the
"Warrants") and 160,000 warrants issued to the underwriter of the Company's
initial public offering in November 1994 (the "Underwriter's Warrants"). Each
Warrant entitles the holder to purchase one share of Common Stock for $5.50,
subject to adjustment, and each Underwriter's Warrant entitles the Underwriter
to purchase one share of Common Stock for $7.25 and one Warrant for $.15, in
each case subject to adjustment. Both the Warrants and the Underwriter's
Warrants are exercisable at any time until November 16, 1999, at which time the
Warrants and the Underwriter's Warrants will expire.
In addition to the Warrants and Underwriter's Warrants, the Company now has
outstanding or reserved certain management stock options, employee stock
options, and non-employee director stock options. Effective June 20, 1994, the
Company entered into employee stock option agreements with certain officers and
key employees granting them management stock options to acquire up to 1,111,111
shares of Common Stock for an exercise price of $1.00 per share. As of the date
of this Prospectus, 40% or 444,445 of the management stock options have vested,
and the remaining 666,666 management stock options will vest, subject to
continued employment of such officers and key employees, pro rata on December
31, 1997, 1998, and 1999. In addition, the Company has reserved 350,000 shares
of Common Stock for issuance to officers and key employees pursuant to its 1994
Employee Stock Option Plan and 200,000 shares of Common Stock for issuance to
non-employee directors pursuant to its 1996 Non-Employee Director's Stock Option
Plan.
For the life of the warrants and options described above, the holders are
given the opportunity to profit from a rise in the market price of the Common
Stock of the Company above the exercise price of such warrants and stock options
without assuming the risk of ownership, with a resulting dilution in the
interest of other security holders. As long as the warrants and options remain
unexercised, the terms under which the Company could obtain additional capital
may be adversely affected. Moreover, the holders of the warrants and options
might be expected to exercise them at a time when the Company would, in all
likelihood, be able to obtain needed capital by a new offering of its securities
on terms more favorable than those provided by the warrants and options.
POSSIBLE ISSUANCE OF PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of 5,000,000
shares of preferred stock, $.10 par value per share, with such rights and
preferences as may be determined from time to time by the Board of Directors of
the Company. Accordingly, the Board of Directors has the power, without prior
stockholder approval, to issue series of preferred stock with such rates of
dividends, redemption provisions, liquidation preferences, voting rights,
conversion privileges and any other characteristics as the Board of Directors
may deem appropriate. The issuance of such preferred stock could adversely
affect the holders of the Common Stock to the extent that holders of the
preferred stock are given voting rights or other rights or preferences superior
to those enjoyed by the holders of Common Stock. In addition, the ability of the
Board of Directors to issue preferred stock could discourage, delay or prevent a
takeover or change of control of the Company. The Board of Directors currently
has no intention to issue shares of preferred stock.
POSSIBLE VOLATILITY OF SECURITIES PRICES
The market for the Company's Common Stock has been volatile since the
completion of the initial public offering in November 1994, and the price of the
Common Stock in the future may be subject to wide fluctuation in response to
quarterly variations in operating results, news, trading volume, general market
trends and other factors beyond the control of the Company.
NO DIVIDENDS
The Company has not paid any dividends on its Common Stock, and the Company
does not plan to pay any such dividends in the foreseeable future. The Company
plans to invest its cash flow from operations in new golf facility development
and acquisition opportunities.
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<PAGE> 8
THE COMPANY
Senior Tour Players Development, Inc., was incorporated in Nevada in 1994.
The Company is primarily engaged in the business of developing or acquiring and
then operating public, semi-private, resort and private golf courses and golf
practice facilities throughout the United States. The Company's principal
executive offices are located at 266 Beacon Street, Boston, MA 02116 and its
telephone number at that address is (617) 266-3600. The Common Stock of the
Company is traded on the Nasdaq Small-Cap Market (Symbol SRTR) and the Boston
Stock Exchange.
SELLING STOCKHOLDERS
The Company issued (or agreed to issue) to the Selling Stockholders all of
the 767,836 shares of Common Stock covered by this Prospectus in a series of
private placements as summarized below:
In partial consideration for the acquisition on December 31, 1996 by the
Company of a 21.5% membership interest in Las Vegas Golf Center, LLC, a Delaware
limited liability company (the "LLC"), the Company agreed to issue to the
sellers of such interests (the "White-Weber Group") a total of 323,289 shares of
Common Stock. Of such stock, 161,645 shares were issued in February 1997, and
the remaining 161,644 shares will be issued not later than January 10, 1998. In
connection with such transaction, the Company agreed to register under the
Securities Act the shares issued to the White-Weber Group upon their request
after July 1, 1997.
In partial consideration for the acquisition on December 31, 1996 by the
Company of a 48.5% membership interest in the LLC, the Company issued in
February 1997 to the sellers of such interests (the "Selleck Group") a total of
369,547 shares of Common Stock. In connection with such transaction, the Company
agreed to register under the Securities Act the shares issued to the Selleck
Group upon their request after May 1, 1997.
In consideration of certain consulting services and modification of
existing contractual rights relating to the acquisition of the Company's
interests in the LLC and the financing of the golf practice facility owned and
operated by the LLC, the Company issued in May 1997 to The Ranchito Company, LLC
("Ranchito"), 50,000 shares of Common Stock. Ranchito is the owner of the 30.0%
membership interest in the LLC which was not acquired on December 31, 1996 by
the Company.
In consideration of design services provided by Johnny Miller Design, Ltd.
with respect to the expansion of the Company's golf course at The Badlands Golf
Club in Las Vegas, Nevada, the Company issued in May 1997 to the principals of
such firm a total of 25,000 shares of Common Stock. Johnny Miller Design, Ltd.
has performed other design services for the Company in the past and will likely
perform other design services for the Company in the future.
The following table sets forth the number of Common Shares beneficially
owned by each of the Selling Stockholders as of the date of this Prospectus, the
number of shares potentially to be sold by each of the Selling Stockholders
pursuant to this Prospectus, and the number of shares to be beneficially owned
by each of the Selling Stockholders if all of the shares potentially to be sold
hereunder are sold as described herein. Except as described above in this
section or in the following table, the Selling Stockholders have not held any
positions or offices with, been employed by, or otherwise had a material
relationship with, the Company or any of its predecessors or affiliates. If all
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<PAGE> 9
of the shares covered by this Prospectus are sold in the offering, none of the
Selling Stockholders will beneficially own more than 1.0% of the total
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES POTENTIALLY SHARES BENEFICIALLY
OWNED PRIOR TO TO BE SOLD OWNED AFTER THE
NAME OFFERING IN THE OFFERING OFFERING
<S> <C> <C> <C>
Larry K. White 30,000(1) 30,000(1) -0-
Donald A. Weber 274,341(1) 274,341(1) -0-
Paul Drolson 9,474(1) 9,474(1) -0-
Al Salsberg 9,474(1) 9,474(1) -0-
Daniel F. Selleck 180,821 180,821 -0-
Robert D. Selleck 25,015 25,015 -0-
Robert D. Selleck, II 158,282 158,282 -0-
Douglas J. Hogan 5,429 5,429 -0-
The Ranchito Company, LLC 50,000 50,000 -0-
Johnny Miller 11,250 11,250 -0-
Fred Bliss 7,500 7,500 -0-
Brent Turley 6,250 6,250 -0-
</TABLE>
(1) Includes shares required to be issued by the Company to the specified
Selling Stockholders by not later than January 10, 1998.
PLAN OF DISTRIBUTION
The Company will receive no part of the proceeds of sales made hereunder.
The Selling Stockholders and any persons receiving shares from the Selling
Stockholders by gift, pledge, transfer or succession (collectively with the
Selling Stockholders, the "Sellers") will generally sell all or a portion of the
shares covered by this Prospectus from time to time on the Nasdaq Small-Cap
Market or the Boston Stock Exchange at prices prevailing at the times of such
sales. The Sellers may also make sales directly or through one or more
broker-dealers by one or more of the following: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of the Boston Stock Exchange; and (d)
other transactions in which the broker solicits purchasers. The Sellers may also
potentially enter into hedging transactions with broker-dealers. In connection
with any such transations, broker-dealers may engage in short sales of the
shares registered hereunder in the course of hedging the positions they assume
with Sellers. The Sellers may also sell shares short and redeliver the shares
registered hereunder to close out short positions. The Sellers may also enter
into options or other transactions with broker-dealers which require the
delivery to the broker-dealers of the shares covered by this Prospectus, which
the broker-dealers may resell or otherwise transfer pursuant to this Prospectus.
The Sellers may also loan or pledge the shares so loaned, and upon a default,
the broker-dealer may effect sales of the pledged shares pursuant to this
Prospectus. As of the date of this Prospectus, to the Company's knowledge, there
are no selling arrangements between the Sellers and any broker-dealers.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Sellers in amounts to be negotiated
in connection with sales of those shares covered by this Prospectus. Such
broker-dealers and any other participating broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. Any commissions paid or discounts or concessions allowed to such
-8-
<PAGE> 10
broker-dealers, and any profits realized by broker-dealers which purchase shares
on the resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.
Upon notification by any Seller to the Company that any material
arrangement has been entered into between such Seller and a broker-dealer for
the sale of shares other than on the Nasdaq Small-Cap Market or the Boston Stock
Exchange at market prices prevailing at the time of such sale, a supplemental
prospectus will be filed under Rule 424(c) under the Securities Act setting
forth the name of the participating broker-dealer(s), the number of shares
involved, the manner of sale, the commissions paid or discounts or concessions
allowed by such Seller to such broker-dealer(s), and where applicable, that such
broker-dealer(s) did not conduct any investigation to verify the information
contained or incorporated by reference in this Prospectus.
The Company has advised the Selling Stockholders of the requirement that
they and any broker-dealers participating in the sale of their shares deliver
copies of this Prospectus to purchasers of the shares and that the anti-
manipulative rules of Regulation M under the Exchange Act may apply to their
sales.
The Company has filed the Registration Statement, of which this Prospectus
forms a part, with respect to the potential sale of the shares covered hereby.
The Company has agreed to use its reasonable best efforts to keep the
Registration Statement current and effective through the earlier of the sale of
all of the shares or such date as the shares may be freely sold under Rule
144(k) under the Securities Act. The Company will bear the costs of registering
the shares under the Securities act, including the registration fee under the
Securities Act, legal and accounting fees and printing expenses. The Selling
Stockholders will bear all selling commissions and brokerage fees, and any fees
and expenses of any counsel for the Selling Stockholders.
The Selling Stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving the shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
and certain of the Selling Stockholders have agreed to indemnify each other and
certain other persons (including any underwriter) against certain liabilities in
connection with the offering of the shares, including liabilities arising under
the Securities Act.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that any of the Selling Stockholders will sell
any or all of the shares of Common Stock covered by this Prospectus.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996 and 1995 and for each of the years then ended which have been incorporated
by reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
LEGAL MATTERS
Counsel for the Company, Davis, Malm & D'Agostine, P.C., One Boston Place,
Boston, Massachusetts 02108, has rendered an opinion to the effect that the
shares of Common Stock offered hereby will, when resold in the manner described
in this Prospectus, be duly and validly issued, fully paid and non-assessable.
Alan L. Stanzler, a member of Davis, Malm & D'Agostine, P.C., is a director of
the Company. Mr. Stanzler owns 5,000 shares of Common Stock and is the holder of
options to purchase 15,000 shares of Common Stock granted under the Company's
1996 Non-Employee Directors Stock Option Plan.
-9-
<PAGE> 11
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
- ------- -------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Registration fee--Securities and Exchange Commission $ 494
Legal fees 5,000
Accounting fees 5,000
Printing expenses 1,000
Miscellaneous 2,506
-------
Total $14,000
<FN>
----------
* Estimated, except for the Commission's filing fee.
</TABLE>
Item 15. Indemnification of Directors and Officers.
- -------- ------------------------------------------
As permitted under Nevada law, the Company's Articles of Incorporation
contain provisions providing that a director or officer of the Company shall not
be personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (1) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (2) for any dividend or distribution in violation of Section 78.300 of
the Nevada General Corporation law. This provision does not eliminate a
stockholder's right to seek nonmonetary remedies, such as an injunction or
rescission, which are equitable, to redress action taken by the directors and
officers. However, equitable remedies may not be available in all situations,
and there may be instances in which no effective equitable remedy is available.
Moreover, the elimination of personal liability of directors and officers for
monetary damages for breach of fiduciary duty (except as described above) has
been previously approved and, consequently, shareholders will have no right to
vote upon any proposal eliminating the personal liability of directors and
officers.
The Company's By-laws provide, in part, that the Company, to the fullest
extent permitted by Nevada law, shall indemnify each of its officers and
directors, whether or not currently serving in such capacity, who is or was a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by reason of the fact that such person is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, trustee, officer, employee or other agent of another
organization against all liabilities, losses, expenses (including attorneys'
fees and expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the defense or disposition of or otherwise in
connection with any action or suit. Such indemnification is not exclusive of
other indemnification rights arising under any other by-law, agreement, board of
directors' or stockholders' vote or otherwise.
Current Nevada law provides authority for the Company to indemnify its
officers and directors, and to provide for the expenses of their defense,
against claims which may be asserted against them by reason of their serving as
an officer or director of the Company if the officer of director conducted
himself or herself in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Nevada law further provides that a corporation may
purchase indemnification insurance, such insurance providing indemnification for
the officers and directors whether or not the corporation would have the power
to indemnify them against such liability under the provisions of Nevada law.
II-1
<PAGE> 12
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers, or persons controlling the Company pursuant to the foregoing
provisions, or otherwise, the Company 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.
Item 16. Exhibits.
- ------- --------
The exhibits appearing on the following Exhibits Index are filed as part of
or incorporated by reference into this Registration Statement.
EXHIBITS INDEX
Exhibit
Number
------
5.1 Opinion of Davis, Malm & D'Agostine, P.C.
23.1 Consent of Independent Public Accountants
23.2 Consent of Davis, Malm & D'Agostine, P.C.
(Included in Exhibit 5.1)
24. Power of Attorney (Included on Page II-4)
Item 17. Undertakings.
- ------- ------------
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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.
(2) 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 the time shall be deemed
to be the initial bona fide offering thereof.
II-2
<PAGE> 13
(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.
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 Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 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.
II-3
<PAGE> 14
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 Boston, Commonwealth of Massachusetts, on this 30th
day of June, 1997.
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
By: /s/ Stanton V. Abrams
--------------------------------------
Stanton V. Abrams, President and
Chief Executive Officer
POWER OF ATT0RNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stanton V. Abrams, Lawrence P. Butler and Alan L.
Stanzler, jointly and severally his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-3, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated:
Signature Title Date
/s/ Stanton V. Abrams President, Chief June 30, 1997
- ------------------------ Executive Officer and
Stanton V. Abrams Director
/s/ Lawrence P. Butler Chief Financial Officer June 30, 1997
- ------------------------ (principal financial and
Lawrence P. Butler accounting officer)
/s/ Richard B. Rogers Director June 30, 1997
- ------------------------
Richard B. Rogers
/s/ Michael J. Meluskey Director June 30, 1997
- ------------------------
Michael J. Meluskey
- ------------------------ Director
Stanley Bernstein
- ------------------------ Director
Arnold Mullen
- ------------------------ Director
Robert L. Seelert
/s/ Alan L. Stanzler Director June 30, 1997
- ------------------------
Alan L. Stanzler
II-4
<PAGE> 1
Exhibit 5.1
DAVIS, MALM & D'AGOSTINE
A Professional Corporation
One Boston Place
Boston, Massachusetts 02108
(617) 367-2500
June 30, 1997
Senior Tour Players Development, Inc.
266 Beacon Street
Boston, MA 02116
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about July 1, 1997, (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 767,836 shares of your Common Stock (the
"Shares') to be potentially resold by certain of your stockholders (the "Selling
Stockholders"). As your legal counsel, we have examined the proceedings taken by
the Company in connection with original issuance of the Shares to the Selling
Stockholders and the potential resale of the Shares in the manner set forth in
the Prospectus included in the Registration Statement (the "Prospectus").
It is our opinion that the Shares, when resold in the manner described
in the Prospectus, will be duly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part hereof, and
any amendments thereto.
Very truly yours,
DAVIS, MALM & D'AGOSTINE, P.C.
By: /s/ John D. Chambliss
-------------------------------------
John D. Chambliss,
Managing Director
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors of
Senior Tour Players Development, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference into this Registration Statement of our report dated
March 12, 1997, included in Senior Tour Players Development, Inc. and
subsidiary's Form 10-KSB for the year ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
June 30, 1997
