<PAGE> 1
As filed with the Securities and Exchange Commission on October 9, 1996
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________________
AASCHE TRANSPORTATION SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 4213
(State or Other (Primary Standard
Jurisdiction of Industrial 36-3964954
Incorporation or Classification Code (I.R.S. Employer
Organization) Number) Identification No.)
10214 N. Mt. Vernon Road
Shannon, Illinois 61078
(815) 864-2421
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Larry L. Asche
10214 N. Mt. Vernon Road
Shannon, Illinois 61078
(815) 864-2421
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copy to:
Joel R. Schaider
Sachnoff & Weaver, Ltd.
30 South Wacker Drive, 29th Floor
Chicago, Illinois 60606
Telephone: (312) 207-1000
________________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box: [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration 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: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered Share(1) Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001 per share 648,684 shares $4.50 $2,919,078 $884.57
====================================================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) based upon the average of the
high and low sales prices of the Common Stock on October 6, 1997 which was
$4.50.
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED OCTOBER 9, 1997
648,684 SHARES
AASCHE TRANSPORTATION SERVICES, INC.
COMMON STOCK
___________________________
This Prospectus covers 648,684 shares (the "Shares") of common stock, par
value $.0001 per share (the "Common Stock"), of Aasche Transportation Services,
Inc. (the "Company") which may be offered and sold from time to time by the
Selling Stockholders named herein. See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of any of the Shares.
The Shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, directly or through broker-dealers or
underwriters who may act solely as agents, or who may acquire the Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place through the Nasdaq National Market, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions, or through underwritten public offerings, or through a
combination of any such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specially negotiated brokerage fees
or commissions may be paid by the Selling Stockholders in connection with such
sales. See "Plan of Distribution."
To the extent required, the specific number of Shares to be sold, the
names of the Selling Stockholders, purchase price, public offering price, the
names of any agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares will be the aggregate amount paid by
the purchasers less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses not borne by the Company. The Company
has agreed to bear certain expenses relating to the registration of the Shares
under applicable federal and state securities laws (currently estimated at
$18,659) and to any offering and sale hereunder not including certain expenses
such as commissions, discounts and fees of underwriters, dealers or agents
attributable to the sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the symbol
"ASHE." On October 6, 1997, the last sale price of the Common Stock was
$4.4375 per share.
___________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES
TO WHICH IT RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
___________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission (the "Commission") with respect to the shares offered
by this Prospectus. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules thereto
which the Company has filed with the Commission under the Securities Act.
Statements contained herein concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such documents filed as an exhibit to the Registration Statement, and each such
statement shall be deemed qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information filed by the Company with
the Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Company is subject to the electronic
filing requirements of the Commission. Accordingly, pursuant to the rules and
regulations of the Commission, certain documents, including annual and
quarterly reports and proxy statements, filed by the Company with the
Commission have been or will be filed electronically. The Commission maintains
a World Wide Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission at http://www.sec.gov. The Company's Common Stock is listed on the
Nasdaq National Market under the symbol ASHE, and such reports, proxy
statements and other information can also be inspected at the offices of the
Nasdaq National Market, Reports Section, 1735 Street, N.W., Washington, D.C.
20006.
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997, respectively, the Company's
Report on Form 8-K filed July 3, 1997 and the description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
declared effective July 26, 1994, each of which has been filed with the
Commission, are incorporated by reference in this Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common
Stock registered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective dates of filing of
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 such statement so modified or superseded shall not be deemed,
except as so modified and 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 and all of the information that has been incorporated by reference in this
Prospectus, excluding exhibits. Such requests should be directed to Aasche
Transportation Services, Inc., 10214 N. Mt. Vernon Road, Shannon, Illinois
61078, Attention: Leon M. Monachos, Chief Financial Officer, Telephone: (815)
864-2421.
2
<PAGE> 4
THE COMPANY
Aasche Transportation Services, Inc. (the "Company"), through its
subsidiaries, Asche Transfer, Inc. and AG Carriers, Inc., is a 58-year-old
non-union, truckload carrier that operates primarily in the
temperature-controlled segment of the transportation services industry. The
Company transports a variety of foods and other products that require
temperature-controlled service and "just-in-time" delivery. The "just-in-time"
concept stresses the importance of precise delivery times and the need for
dependability in order to control inventory levels and limit handling. A
substantial portion of the Company's business is concentrated in target markets
in the Midwest, Southeast and South Central United States. The Company
operates predominately in the long-haul, "full-truckload" segment of the
temperature-controlled transportation services industry and operates less than
10% in the "less-than-truckload" segment. Full truckload operations typically
involve a single shipment occupying the entire carrying capacity of a
semi-trailer, moving directly from origin to destination. The full truckload
segment generally is less capital intensive, more fragmented and populated by
smaller firms than the less-than-truckload segment.
The Company's business strategy is to offer premium-quality service to
high-volume selective customers that have significant temperature-controlled
transportation requirements. The Company believes that these customers provide
more predictable and, in some respects, less price-sensitive business because
the Company believes that service, rather than price, generally is the primary
factor that dictates its customers' choice of carrier. The Company is
currently a "core carrier" for Coca-Cola (including Coca-Cola Foods,
Coca-Cola/Minute Maid, Coca-Cola Company and Coca-Cola USA), Hershey, Tropicana
Foods, Americold, S.C. Johnson Wax, Schreiber Foods, Abbott Laboratories,
Baxter International and Kraft Foods. The Company seeks to expand its core
carrier relationships with well known national producers of foods and other
products.
The Company uses sophisticated satellite tracking and communications
systems manufactured by Qualcomm Incorporated that enable the Company to
monitor scheduling and equipment locations more effectively while communicating
directly with drivers, and informing customers of the location and estimated
delivery time of their freight. In addition, the Company has a centralized,
fully integrated management system that utilizes an IBM AS/400 computer with
software from Innovative Computing Corporation. The system's company-wide
database allows the Company to respond quickly to customer information requests
without having to combine data files from several sources. The Company also
utilizes "electronic data interchange" that permits direct communication of
billing and load tracking information between the Company's computer system and
the computer systems of many of its customers. The Company's ability to
exchange data electronically with customers regarding their shipments has
significantly enhanced quality control and customer service. Management
believes a significant commitment to technologically advanced systems is
important to delivering high-quality services required by the high-volume
customers sought by the Company. These systems have allowed the Company to
improve customer satisfaction, asset and driver utilization and operating
efficiency.
The Company maintains a fleet of approximately 491 late-model tractors,
including 55 tractors which are owned by owner-operators, and approximately 574
refrigerated trailers. Management believes that the maintenance of a
late-model fleet as well as its commitment to advanced technology systems has
and will enable the Company to continue to attract as customers high-volume,
national producers of food and other products requiring temperature-controlled
transportation.
Part of the Company's growth strategy is to increase market share through
acquisitions in the transportation industry. In May 1995, the Company acquired
the assets of AG. Carriers, Inc., a Florida-based, non-union carrier
specializing in the transportation services of temperature-controlled products
for customers in the Southeast, Northeast and Midwestern United States. In
December 1995, the Company acquired, through merger, Polar Express Corporation
("Polar"), an Arkansas-based, non-union truckload carrier transporting a
variety of food and other products primarily in the Southwestern United States.
In May 1997, the Company merged Polar with Asche Transfer, Inc. to form the
Southwest Division. The Company intends to pursue acquisition opportunities to
enhance the Company's strategic, financial and operational objectives.
The Company was organized under the laws of the State of Delaware in July
1994. The Company's executive offices are located at 10214 N. Mt. Vernon Road,
Shannon, Illinois 61078. The Company's telephone number is (815) 864-2421.
3
<PAGE> 5
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any of
the Shares by the Selling Stockholders named herein.
SELLING STOCKHOLDERS
On July 2, 1997, the Company completed an offering of 540,558 shares of
Common Stock, at a price of $3.70 per Share and warrants (the "Warrants") to
purchase 54,070 shares of Common Stock at an exercise price of $4.625 per
share. The Warrants are exercisable at any time within three years after June
24, 1997. The offering was made solely to accredited investors in reliance
upon Section 4(2) of the Securities Act of 1933, as amended and Rule 506 of
Regulation D promulgated thereunder. In connection with the offering, the
Company issued a warrant to Madison Securities, Inc., the Company's placement
agent in the offering, to purchase 54,056 shares of Common Stock at a price of
$5.55 per share exercisable at any time within three years after July 2, 1997.
Prior to such date, the Selling Stockholders had no material relationship with
the Company or any of its predecessors or affiliates within the prior three
years. The following table sets forth for each Selling Stockholder the number
of Shares beneficially owned by such Selling Stockholder prior to this
offering, the maximum number of Shares to be offered and sold from time to time
by such Selling Stockholder and the number of Shares beneficially owned by such
Selling Stockholder after this offering. In each case, the percentage of
outstanding Shares held by each Selling Stockholder prior to and after this
offering represents less than one percent of the outstanding Shares.
<TABLE>
<CAPTION>
Number of Shares Maximum Number of
Beneficially Owned Shares to be
Selling Stockholders Prior to Offering(1) Registered(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
Ronald Stone 44,596 44,596
Ronald Stone as Trustee
of Ronald Stone
Insurance Trust dated
6/1/68 14,866 14,866
Farshid Paul Ohadi 14,866 14,866
Basil Kromelow 29,731 29,731
Ronald L. Wieseneck and
Suzanne C. Wieseneck as
Joint Tenants 29,731 29,731
Microsales, Inc. 14,866 14,866
Chris Iacovelli 14,866 14,866
James L. Mann 14,866 14,866
John G. Phillips 29,731 29,731
Charles Headings and
Elizabeth Headings as
Joint Tenants 14,866 14,866
Ronald L. Antinone 29,731 29,731
Randy Wear and Gail
Kellberg as Tenancy by
Entirety 29,731 29,731
David Kozin 29,731 29,731
CLFS Equities LLP 44,596 44,596
Constance DeBois under
Declaration of Trust
dated 10/7/94 14,866 14,866
TDMR Partners 14,866 14,866
Eugene A. Huske 14,866 14,866
Maksim Lunic 29,731 29,731
James B. Eversole &
Shirley M. Eversole as
Joint Tenants 29,731 29,731
Thomas Gordon & Edna
Gordon as Joint Tenants 14,866 14,866
Robert Jacobs 14,866 14,866
Kathleen E. Grabowski 14,866 14,866
Eric G. Matye 14,866 14,866
Richard H. Solem 14,866 14,866
</TABLE>
____________________________
(1)Includes shares underlying the Warrants.
4
<PAGE> 6
<TABLE>
<CAPTION>
Number of Shares Maximum Number of
Beneficially Owned Shares to be
Selling Stockholders Prior to Offering(1) Registered(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
G.P. Kretzschmar 14,866 14,866
Irving Sparage 14,866 14,866
Thomas Fasbinder 14,866 14,866
Marlin Bird 14,866 14,866
Madison Securities, Inc. 54,056(2) 54,056(2)
</TABLE>
_________________________________
(2) Represents shares underlying the warrant issued to Madison Securities, Inc.
as placement agent.
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares.
Each of the Selling Stockholders may sell his Shares directly or through
broker-dealers or underwriters who may act solely as agents, or who may acquire
shares as principals. The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders. The distribution of the Shares may be
effected in one or more transactions that may take place through the Nasdaq
National Market, including block trades or ordinary broker's transactions, or
through privately negotiated transactions, or through an underwritten public
offering, or through a combination of any such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales.
The aggregate proceeds to the Selling Stockholders from the sale of the
Shares will be the aggregate amounts paid by purchasers of the Shares pursuant
to the offering less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
the Company. The Selling Stockholders and any dealers or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any commissions received by any such dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act.
To the extent required, the specific number of Shares to be sold, the
names of the Selling Stockholders, purchase price, public offering price, the
names of any agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement.
Under the subscription agreements with each of the investors, the Company
has agreed to bear certain expenses relating to the registration of the Shares
under applicable federal and state securities laws (currently estimated to be
$18,659) and to any offering and sale hereunder not including certain expenses
such as commissions, discounts and fees of underwriters, dealers or agents
attributable to the sale of the Shares.
EXPERTS
The financial statements of the Company as of December 31, 1996 and
December 31, 1995, and for each of the three years in the period ended December
31, 1996, have been incorporated by reference herein in reliance upon the
report of Ernst & Young LLP, independent certified public accountants, also
incorporated by reference herein, and given upon the authority of said firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois.
5
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the
distribution of the securities being registered:
<TABLE>
<S> <C>
SEC registration fee. . . . . . . . . . . . . . . . . . . $ 885
Nasdaq National Market Listing fee. . . . . . . . . . . . 12,974
Accounting fees and expenses. . . . . . . . . . . . . . . 1,500
Attorneys' fees and expenses. . . . . . . . . . . . . . . 2,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 800
-------
Total . . . . . . . . . . . . . . . . . . . . . . $18,659
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of the Registrant's Certificate of Incorporation ("Article 9")
is consistent with Section 102(b)(7) of the Delaware General Corporation Law,
which generally permits a company to include a provision limiting the personal
liability of a director in the company's certificate of incorporation. With
limitations, Article 9 eliminates the personal liability of the Registrant's
directors to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director. However, Article 9 does not eliminate
director liability: (1) for breaches of the duty of loyalty to the Registrant
and its stockholders; (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (3) for
transactions from which a director derives improper personal benefit; or (4)
under Section 174 of the Delaware General Corporation Law ("Section 174").
Section 174 makes directors personally liable for unlawful dividends and stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability. While Article 9 protects the directors from awards
for monetary damages for breaches of their duty of care, it does not eliminate
their duty of care. The limitations in Article 9 have no effect on claims
arising under the federal securities laws.
With certain limitations, Article 6 of the Registrant's By-laws ("Article
6") provides for indemnification of any of the Registrant's past, present and
future officers and directors against liabilities and reasonable expenses
incurred in any criminal or civil action by reason of such person's being or
having been an officer or director of the Registrant or of any other
corporation which such person serves as such at the request of the Registrant.
Indemnification under Article 6 is limited to officers and directors who have
acted in good faith and in a manner they reasonably believed to be in the best
interests of the Registrant. Any questions regarding whether the officer or
director has met the required standards of conduct are to be answered by (1)
the majority of disinterested directors, (2) a written opinion of a reputable
disinterested legal counsel selected by the Board, or (3) the stockholders.
Indemnification rights under Article 6 are non-exclusive. In the event of an
officer's or director's death, such person's indemnification rights shall
extend to his or her heirs and legal representatives. Rights under Article 6
are severable, and if any part of that section is determined to be invalid for
any reason, all other parts remain in effect.
Under Section 145 of the Delaware General Corporation Law, directors and
officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation - a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.
6
<PAGE> 8
ITEM 16. EXHIBITS
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and
which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
(a) 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement (notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement); and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) or the Securities and Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) 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 Act and
will be governed by the final adjudication of such issue.
7
<PAGE> 9
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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois on the
29th day of September, 1997.
AASCHE TRANSPORTATION SERVICES, INC.
By: /s/ Leon M. Monachos
---------------------
Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Leon M. Monachos, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
his or her capacity as a director or officer of Aasche Transportation Services,
Inc.) to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits hereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------- -------------------- ------------------
<S> <C> <C>
/s/ Larry L. Asche
- -------------------- Chief Executive September 29, 1997
Larry L. Asche Officer and
Chairman of the
Board of Directors
(Principal
Executive Officer)
/s/ Leon M. Monachos September 29, 1997
- -------------------- Chief Financial
Leon M. Monachos Officer (Principal
Financial Officer)
/s/ Kevin M. Clark September 29, 1997
- -------------------- President, Director
Kevin M. Clark
/s/ Diane L. Asche September 29, 1997
- -------------------- Director
Diane L. Asche
/s/ Richard S. Baugh September 29, 1997
- -------------------- Director
Richard S. Baugh
/s/ Steven R. Green September 29, 1997
- -------------------- Director
Steven R. Green
/s/ Gary I. Goldberg September 29, 1997
- -------------------- Director
Gary I. Goldberg
</TABLE>
8
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
Exhibit Number Description of Exhibit Number
- -------------- ---------------------------------------------------------- --------------------
<S> <C> <C>
4.1 Specimen Common Stock Certificate......................... *
5 Opinion of Sachnoff & Weaver, Ltd.........................
23.1 Consent of Ernst & Young LLP..............................
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
</TABLE>
- ---------------------------
* Incorporated herein by reference to the Registration statement on Form SB-2
(33-81942c) effective September 23, 1994.
9
<PAGE> 1
Exhibit 5
Sachnoff & Weaver, Ltd. Letterhead
(312) 207-1000
October 8, 1997
Aasche Transportation Services, Inc.
10214 N. Mt. Vernon Rd.
Shannon, Illinois 61078
Re: Common Stock $.0001 par value per share)
Gentlemen:
We have acted as counsel to Aasche Transportation Services, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3, as amended (the "Registration Statement"), filed by the
Company under the Securities Act of 1933, as amended, with the Securities and
Exchange Commission (the "Commission"), relating to the registration for resale
of up to 648,684 shares (the "Shares") of the Company's Common Stock, par value
$.0001 per share. We have examined the Registration Statement filed with the
Commission and we have reviewed such other documents and have made such further
investigations as we have deemed necessary to enable us to express the opinion
hereinafter set forth.
We hereby advise you that in our opinion the Shares have been duly
authorized by the Company and, upon payment and delivery will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission.
SACHNOFF & WEAVER, LTD.
s/s Sachnoff & Weaver, Ltd.
10
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-3) for the registration of 648,684 shares of its common stock of our
report dated February 21, 1997 with respect to the consolidated financial
statements of Aasche Transportation Services, Inc., included in its Form 10-K
for the year ended December 31, 1996 filed with the Securities and Exchange
Commission.
Ernst & Young, LLP
Chicago, Illinois
October 8, 1997
11
