AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996
REGISTRATION STATEMENT NO. 333-
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -----------------------------------------------------------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -----------------------------------------------------------------------------
MANSUR INDUSTRIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
FLORIDA 3599 65-0226813
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. Employer
INCORPORATION OR ORGANIZATION) Classification Code Number) Identification No.)
PAUL I. MANSUR
CHIEF EXECUTIVE OFFICER
8425 S.W. 129TH TERRACE MANSUR INDUSTRIES INC.
MIAMI, FLORIDA 33156 8425 S.W. 129TH TERRACE
(305) 232-6768 MIAMI, FLORIDA 33156
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (305) 232-6768
NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND
INCLUDING AREA CODE, OF REGISTRANT'S PRIN- TELEPHONE NUMBER,
CIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
- -----------------------------------------------------------------------------
WITH COPIES TO:
- -----------------------------------------------------------------------------
GARY M. EPSTEIN, ESQ. LAWRENCE B. FISHER, ESQ.
GREENBERG, TRAURIG, HOFFMAN, ORRICK, HERRINGTON & SUTCLIFFE LLP
LIPOFF, ROSEN & QUENTEL, P.A. 666 FIFTH AVENUE
1221 BRICKELL AVENUE NEW YORK, NEW YORK 10103
MIAMI, FLORIDA 33131 (212) 506-5000
(305) 579-0500
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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, 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 number of the earlier effective
registration statement for the same offering. [X] 333-08657
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE
Common Stock, $.001 par value 1,150,000 shares(2) $8.00 per share $ 9,200,000 $ 3,172.41
Common Stock, $.001 par value 150,000 Shares(3) $8.00 per Share $ 1,200,000 $ 413.79
Representative's Warrants 100,000 Warrants(4) $.001 per Warrant $ 100 (5)
Common Stock, $.001 par value 100,000 Shares(6) $9.60 per Share $ 960,000 $ 331.04
Total Registration Fee $ 3,917.24(7)
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
(2) Includes 150,000 Shares subject to the Underwriters' over-allotment
option.
(3) Shares of Common Stock being registered for the account of certain
stockholders of the Registrant, which shares, as of the closing of this
offering, will be automatically issued upon conversion of $1,012,500 in
principal amount of Convertible Redeemable Notes due June 10, 1997.
(4) To be issued to the Representative, as set forth on the cover page of the
Prospectus comprising a portion of this Registration Statement.
(5) No fee due pursuant to Rule 457(g).
(6) Issuable upon exercise of the Underwriter's Warrants, together with such
indeterminate number of shares of Common Stock as may be issuable by reason
of the anti-dilution provisions contained therein.
(7) $3,391.72 of such amount was previously paid.
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>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by Mansur
Industries Inc. with the Securities and Exchange Commission (Registration No.
333-08657) pursuant to the Securities Act of 1993, as amended, is incorporated
by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused to this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on September 26, 1996.
MANSUR INDUSTRIES INC.
By: /s/ Paul I. Mansur
------------------
Paul I. Mansur
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Pierre G. Mansur and Paul I.
Mansur, respectively, his true and lawful attorney-in-fact, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including any
post-effective amendments, to this Registration Statement, 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
said attorney-in-fact or his substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Pierre G. Mansur Chairman of the Board and President September 26, 1996
- -------------------------
Pierre G. Mansur
/s/ Paul I. Mansur Director and Chief Executive Officer September 26, 1996
- ------------------------- (Principal Executive Officer)
Paul I. Mansur
/s/ Richard P. Smith Vice President of Finance September 26, 1996
- ------------------------- and Chief Financial Officer
Richard P. Smith (Principal Financial and
Accounting Officer)
/s/ Elias F. Mansur Director September 26, 1996
- -------------------------
Elias F. Mansur
/s/ Dr. Jan Hedberg Director September 26, 1996
- -------------------------
Dr. Jan Jedberg
/s/ Joseph E. Jack Director September 26, 1996
- -------------------------
Joseph E. Jack
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ------------
<S> <C> <C>
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
as to the validity of the Common Stock being registered.
23.1 Consent of Greenberg, Traurig,Hoffman, Lipoff, rosen & Quentel, P.A.
(included as part of its opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP
</TABLE>
September 25 1996
Paul I. Mansur
Chief Executive Officer
Mansur Industries Inc.
8425 S.W. 129th Terrace
Miami, Florida 33156
Re: Initial Public Offering
Gentlemen:
On the date hereof, Mansur Industries Inc., a Florida corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to: (i) the
sale by the Company of (a) up to 1,000,000 shares (the "Public Shares") of the
Company's common stock, par value $.001 per share (the "Common Stock"), (b)
100,000 common stock purchase warrants (the "Representative's Warrants"), and
(c) up to 100,000 shares of Common Stock (the "Warrant Shares") issuable upon
exercise of the Representative's Warrants; and (ii) the sale by certain selling
shareholders of the Company of 150,000 shares of Common Stock (the "Resale
Shares"), which Resale Shares are issuable upon conversion of $1,012,500 in
principal amount of Convertible Redeemable Notes due June 10, 1997 (the
"Convertible Notes"). We have acted as counsel to the Company in connection with
the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon copies of (i)
the Company's Amended and Restated Articles of Incorporation and Bylaws; (ii)
resolutions of the Company's Board of Directors authorizing the offering and the
issuance of the Public Shares, Representative's Warrants, Warrant Shares and
Resale Shares and related matters; (iii) the Registration Statement and exhibits
thereto; (iv) the Representative's Warrants and the Convertible Notes, and (v)
such other documents and instruments as we have deemed necessary for the
expression of opinions herein contained. In making the foregoing examinations,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. As to
various questions of fact material to this opinion, we have relied, to the
extent we deemed reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independently verifying the accuracy of
such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that:
<PAGE>
1. The Public Shares have been duly and validly authorized and, when
issued and delivered in accordance with the terms of the Underwriting Agreement
filed as Exhibit 1.1 to the Registration Statement, will be validly issued,
fully paid and nonassessable.
2. The Representative's Warrants have been duly and validly authorized,
and when issued and paid for in accordance with the terms of the Warrant
Agreement filed as Exhibit 4.2 to the Registration Statement, will be validly
issued, fully paid and nonassessable.
3. The Warrant Shares have been duly and validly authorized and, when
issued and paid for in accordance with the terms of the Representative's
Warrants, will be validly issued, fully paid and nonassessable.
4. The Resale Shares have been duly authorized and, when issued upon
conversion of and in accordance with the Convertible Notes, 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 our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
By: /s/ Gary M. Epstein
------------------------------
Gary M. Epstein
GME:wp
Enclosure
EXHIBIT 23.2
The Board of Directors
Mansur Industries, Inc.:
We consent to the use of our report datad January 19, 1996 of Mansur
Industries Inc. included herein in this registration statement on Form S-1 of
Mansur Industries Inc. and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Miami, Florida
September 25, 1996
