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As filed with the Securities and Exchange Commission on September 8, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MANSUR INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0226813
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
8305 N.W. 27TH STREET
SUITE 107
MIAMI, FLORIDA 33122
(305) 593-8015
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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PAUL I. MANSUR
CHIEF EXECUTIVE OFFICER
MANSUR INDUSTRIES INC.
8305 N.W. 27TH STREET, SUITE 107
MIAMI, FLORIDA 33122
(305) 593-8015
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
GARY EPSTEIN, ESQ.
JEFFREY OSHINSKY, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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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 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 [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C>
Common Stock, par value $0.001 per share,
issuable upon conversion of shares of Series 1,218,218 Shares $10,050,299 $2,794
B Convertible Preferred Stock and Series C
Convertible Preferred Stock(1)
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(1) Plus such additional indeterminate number of shares as may become issuable
upon conversion of the Series B convertible preferred stock and the Series
C convertible preferred stock as a result of in-kind dividend payments
and/or adjustments to the conversion price.
(2) Estimated solely for the purpose of calculating the registration fee, and
pursuant to Rule 457(c), based on the average of the high and low sales
price for the Common Stock as reported by the Nasdaq SmallCap Market on
September 3, 1999.
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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.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER OR SALE IS NOT PERMITTED.
<PAGE> 3
PROSPECTUS
SUBJECT TO COMPLETION, SEPTEMBER 8, 1999
MANSUR INDUSTRIES INC.
1,218,218 SHARES OF COMMON STOCK
($0.001 PAR VALUE)
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The selling shareholders are offering up to 1,218,218 shares of our
common stock which may be issued upon conversion of our outstanding shares of
Series B convertible preferred stock and Series C convertible preferred stock.
We will not receive any proceeds from the sale of common stock under this
prospectus. The selling shareholders acquired the shares of (1) Series B
convertible preferred stock from us pursuant to the terms of a Series B
Convertible Preferred Stock Purchase Agreement, dated May 6, 1999 and (2) Series
C convertible preferred stock from us pursuant to the terms of a Series C
Convertible Preferred Stock Purchase Agreement, dated August 24, 1999.
Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "MANS." On September 5, 1999, the average of the high and low sales price
of our common stock as reported by the Nasdaq SmallCap Market was $8.50 per
share.
The selling shareholders have indicated to us that they presently
intend to retain ownership of a substantial portion of the shares of common
stock issuable upon conversion of the shares of preferred stock. However, the
selling shareholders may offer the shares through public or private
transactions, on or off the Nasdaq SmallCap Market, at prevailing market prices
or at privately negotiated prices. The selling shareholders may make sales
directly to purchasers or through agents, dealers or underwriters.
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YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 5 IN
THIS PROSPECTUS.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER __, 1999
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. THE SELLING SHAREHOLDERS ARE OFFERING TO
SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS
WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE
TIME OF DELIVERY OF THE PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
TABLE OF CONTENTS
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PAGE
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Prospectus Summary................................................................................................3
Risk Factors......................................................................................................5
Forward Looking Statements.......................................................................................10
Use Of Proceeds..................................................................................................10
Selling Shareholders.............................................................................................11
Plan Of Distribution.............................................................................................12
Legal Matters....................................................................................................13
Experts..........................................................................................................13
Where You Can Find More Information..............................................................................13
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PROSPECTUS SUMMARY
This summary highlights selected information and does not contain all
the information that is important to you. You should carefully read this
prospectus and the documents we have referred you to in "Where You Can Find More
Information" on page 13 for more information about our company and our financial
statements. In this prospectus, references to "Mansur Industries," "we," "our"
and "us" refer to Mansur Industries Inc. and our wholly owned subsidiary
SystemOne Technologies Inc., a Florida corporation.
GENERAL
We design, manufacture and sell a full line of patented, self contained
recycling industrial parts washers for use in a number of industries including:
o automotive,
o aviation,
o marine and
o general industrial repair.
Our product line includes a variety of self-contained recycling
industrial cleaning and washing equipment, all of which incorporate proprietary
resource recovery and waste minimization technologies to distill contaminated
solvent and yield pure solvent and a by-product comparable to used motor oil. We
have been awarded ten patents for our products. Our currently available products
include a general parts washer, marketed as the SystemOne(R) Washer, a mobile
mini parts washer designed to contain airborne asbestos particles during
automotive brake repair operations and a power spray washer designed to
accommodate parts or units that are too large for our SystemOne(R) Washer. While
we intend to exploit all of our products, and to continue research and
development of new products, we have initially focused our attention on the
manufacturing, marketing and sale of the SystemOne(R) Washer. The SystemOne(R)
Washer integrates a distillation and recovery process which allows the solvent
to be used, treated and re-used on demand, without requiring off-site
processing. During the year ended December 31, 1998 and the six months ended
June 30, 1999, we sold approximately 2,800 and 3,000 SystemOne(R) Washers and
recorded revenues of approximately $7.6 million and $9.2 million, respectively.
We began selling SystemOne(R) Washers in July 1996.
Industrial part cleaning machines typically remove lubricant oils from
tools and parts through the use of mineral spirits solvent. The solvent becomes
more contaminated and less effective through the cleaning process. Eventually
the solvent becomes saturated with oil sludge and other contaminants, and is
frequently classified as a hazardous waste under federal and state regulations
which must comply with applicable storage and disposal regulations. Under common
current practices, the contaminated solvent must be stored until pick-up, when
pure solvent is delivered and the contaminated solvent is transported to
regional refining facilities. This delivery and off-site recycling program is
typically scheduled on four to sixteen week cycles. In contrast, our patented
washers use a distillation process to remove contaminants from the solvent
within the cleaning unit. This distillation process minimizes the volume of
waste by-product and provides pure solvent on demand. The small amount of waste
by-product yielded in our distillation process can typically be disposed of
together with the customer's used motor oil which is generally not classified as
hazardous waste.
RECENT DEVELOPMENTS
On August 24, 1999, we sold 69,000 shares of Series C convertible
preferred stock to Hanseatic Americas LDC for an aggregate purchase price of
$6.9 million. The shares of Series C preferred stock sold to Hanseatic are a
part of the 150,000 shares of Series C convertible preferred stock designated by
our board of directors. Additional shares may not be issued without approval of
the existing holders. Each share of Series C convertible preferred stock has a
liquidation value of $100. The outstanding shares of Series C convertible
preferred stock accrue dividends at an annual rate of 8.0% of the liquidation
value per share. We have
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agreed that during the period beginning on the date of the initial issuance and
ending on the second anniversary of that date to pay all dividends on the
outstanding shares of Series C convertible preferred stock by issuing additional
shares of Series C convertible preferred stock valued at the liquidation value.
Thereafter, we may pay dividends by paying cash, issuing additional shares of
Series C preferred stock or any combination of cash and Series C preferred
stock. Each holder of Series C preferred stock has the right, prior to May 17,
2004, to convert each share of Series C preferred stock into a number of shares
of common stock equal to the liquidation value divided by $11.50, subject to
adjustment in certain circumstances. Currently each share of Series C preferred
stock converts into approximately 9 shares of common stock. Subject to earlier
conversion, commencing on May 17, 2002, we have the right to redeem all
outstanding shares of Series C preferred stock at a redemption price of 104% (if
redemption occurs during 2002) or 102% (if redemption occurs during 2003) of the
liquidation value of the redeemed shares. Except as specifically provided, the
holders of our Series C preferred stock vote together with the holders of our
common stock and the holders of our Series B convertible preferred stock as a
single class on all matters to come before a vote of our shareholders, with each
share of Series C preferred stock entitled to a number of votes equal to the
number of shares of our common stock into which it is then convertible. On May
17, 2004, we are required to redeem all outstanding shares of Series C
convertible preferred stock for a price equal to the liquidation value plus any
unpaid dividends.
On May 18, 1999, we sold an aggregate of 50,500 shares of newly
designated Series B convertible preferred stock to four of the selling
shareholders for an aggregate purchase price of $5.05 million. The shares of
preferred stock sold to these selling shareholders are a part of an aggregate of
150,000 shares of Series B convertible preferred stock designated by our board
of directors. Each share of Series B convertible preferred stock has a
liquidation value of $100. The outstanding shares of Series B convertible
preferred stock accrue dividends at an annual rate of 8.25% of the liquidation
value per share. We have agreed that during the period beginning on the date of
the initial issuance of the Series B convertible preferred stock and ending on
the second anniversary of that date to pay all dividends on the outstanding
shares of Series B convertible preferred stock by issuing additional shares of
Series B preferred stock valued at the liquidation value. Thereafter, we may pay
dividends by paying cash, issuing additional shares of Series B preferred stock
or any combination of cash and Series B preferred stock. Each holder of Series B
preferred stock has the right, prior to May 17, 2004, to convert each share of
Series B preferred stock into a number of shares of common stock equal to the
liquidation value divided by $8.25, subject to adjustment in certain
circumstances. Currently each share of Series B preferred stock converts into
approximately 12 shares of common stock. Subject to earlier conversion,
commencing on May 17, 2002, we have the right to redeem all outstanding shares
of Series B preferred stock at a redemption price of 104% (if redemption occurs
during 2002) or 102% (if redemption occurs during 2003) of the liquidation value
of the redeemed shares. The holders of our Series B preferred stock vote
together with the holders of our common stock and the holders of our Series C
convertible preferred stock as a single class on all matters to come before a
vote of our shareholders, with each share of Series B preferred stock entitled
to a number of votes equal to the number of shares of our common stock into
which it is then convertible. On May 17, 2004, we are required to redeem all
outstanding shares of Series B convertible preferred stock for a price equal to
the liquidation value plus any unpaid dividends.
In November 1997, in an effort to enhance our long-term profitability,
preserve strategic opportunities, maximize value for our shareholders and
generally reduce our dependence on third party distributors, we commenced the
development of a direct marketing and distribution organization for our
SystemOne(R) product line. By December 31, 1998, we had opened 62 distribution
centers employing approximately 85 service technicians and approximately 100
salespersons throughout the continental United States. We now have direct
distribution capabilities in every major metropolitan market across the country
enabling us to pursue prime national accounts as well as municipal, military and
local accounts in all of our target markets including automotive, aviation,
marine, heavy equipment, fleet maintenance and mass transit.
* * * * *
Our principal executive offices are located at 8305 N.W. 27th Street,
Suite 107, Miami, Florida 33122, and our telephone number is (305) 593-8015.
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RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. WE URGE YOU TO CAREFULLY CONSIDER THIS INFORMATION TOGETHER WITH
THE OTHER INFORMATION IN THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE HAVE
INCORPORATED BY REFERENCE.
WE HAVE A LIMITED OPERATING HISTORY.
We commenced the marketing and sale of our first product, the
SystemOne(R) Washer, in July 1996 and commenced the direct marketing and sale of
two additional products, the SystemOne(R) Brake Washer and Spray Washer in 1997.
Accordingly, we have a limited operating history upon which an evaluation of our
performance and prospects can be made. We believe that period-to-period
comparisons of our financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance. As of June 30, 1999,
we had an accumulated deficit of approximately $10.0 million.
WE EXPECT TO CONTINUE TO INCUR LOSSES.
We incurred net losses of approximately $7.3 million for the six months
ended June 30, 1999 and $13.1 million for the year ended December 31, 1998, $1.2
million for the year ended December 31, 1997 and $2.5 million for the year ended
December 31, 1996. We expect our operating expenses to continue to increase in
connection with our
o rapid expansion,
o continued development of our direct marketing and distribution
network,
o further development of our manufacturing capabilities,
o establishment of additional regional technological support and
service centers and a service fleet,
o development of new products through application of our core
technologies, and
o the purchase of raw materials.
We anticipate that negative operating cash flow will continue until
such time, if ever, as we are able to generate sufficient revenues to offset our
operating costs and the costs of our continued expansion and development. We
have generated only limited revenues to date and our ability to generate
significant revenue is subject to substantial uncertainty.
THE MARKET MAY NOT ACCEPT OUR PRODUCTS.
Our products incorporate proprietary technology that fundamentally
differs from the customary methods presently employed by potential customers to
clean parts and tools and utilize solvent. Our success will largely be dependent
on our ability to position our existing products as a preferred method for
cleaning parts and tools. We believe that substantially all of our target
customers currently utilize competitive parts cleaning equipment. Potential
customers may elect to utilize devices or methods with which they are more
familiar or which they believe to be more efficient or have other advantages
over our products. In order to achieve market acceptance for our products we
must continue to expend substantial funds on marketing to educate potential
customers of the distinctive characteristics and benefits of our products,
including their environmental and cost savings advantages. These marketing
expenditures may not result in significant sales. Our business, financial
condition and results of operations may be materially adversely affected if our
SystemOne(R) Washer does not achieve greater market acceptance and/or our other
products do not achieve market acceptance. In addition, there can be no
assurance that products or technologies developed by others will not render our
products noncompetitive or obsolete.
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WE FACE INTENSE COMPETITION IN THE PARTS CLEANING INDUSTRY.
The parts cleaning industry is intensely competitive. While numerous
companies provide parts cleaning equipment and services, Safety Kleen, Inc. has
dominated the industry. Although we believe that none of our competitors offer a
product with the same features as our products, many customers may view the
products as functionally equivalent. Additionally, functionally equivalent
products may become available in the near future. Numerous companies involved in
the waste management industry, including waste hauling companies and companies
engaged in waste separation, recovery and recycling, may have the expertise and
resources that would encourage them to attempt to develop and market products
which would compete with our products and technology. Safety-Kleen and most of
the other companies currently marketing waste disposal services or products or
with the potential to do so, have substantially greater financial and other
resources than us, and have established reputations relating to product design,
development, marketing and support. Our financial performance and prospects will
be adversely affected if any of our competitors, including Safety-Kleen, (1)
materially lowers the price of their parts washers and/or functionally
equivalent products or (2) develops products which have superior features.
OUR RAPID EXPANSION PLACES A STRAIN ON OUR RESOURCES.
In 1997, we commenced the development of a direct marketing and
distribution organization for our SystemOne(R) product line. By June 30, 1999,
we had opened 61 distribution centers and now have direct distribution
capabilities in every major metropolitan market across the country. We
anticipate that this expansion will continue in order to allow us to take
advantage of perceived market opportunities. Our growth to date has placed and
may continue to place a significant strain on our management and its
operational, manufacturing and financial resources. In addition, our continued
expansion may require an increase in our manufacturing capacity on short notice.
Accordingly, we may need to establish additional manufacturing facilities to
accommodate our growth. If we are unable to readily increase our manufacturing
capacity or otherwise effectively manage our growth, our business, financial
condition and prospects may be materially adversely affected.
WE ARE LIMITED BY THE CAPABILITIES OF OUR SINGLE MANUFACTURING FACILITY.
We have limited experience in the manufacture of commercial quantities
of products. Currently we produce commercial quantities of only our SystemOne
Washer. Ramping-up production of our new products may create technical
challenges for us. We may experience manufacturing or quality control problems
as we attempt to manufacture large quantities of several products at one time.
In addition, we only have a single manufacturing facility located in Miami,
Florida. All of our administrative, manufacturing and research and development
operations take place at this facility. Any catastrophe, such as a fire, flood
or hurricane that renders the facility substantially unusable for an extended
period of time would materially adversely affect our business, financial
condition and results of operations.
WE MAY FIND IT NECESSARY TO SEEK TO OBTAIN ADDITIONAL FINANCING.
Our capital requirements have been and will continue to be significant.
We anticipate, based on currently proposed plans and assumptions relating to our
operations, that the proceeds from our sale of shares of Series B convertible
preferred stock and Series C convertible preferred stock, together with cash
flow from operations and amounts available under our existing credit facility,
will be sufficient to satisfy our contemplated cash requirements for at least 12
months following the date of this prospectus. In the event that our plans
change, our assumptions change or prove to be inaccurate or if the proceeds from
the offering or cash flow otherwise prove to be insufficient to fund our growth
and development (due to unanticipated expenses, delays, problems, difficulties
or otherwise), we could restructure our operations to minimize cash expenditures
and/or seek to obtain additional sources of financing in order to fund our
operations. Other than a revolving line of credit with a third party, we have no
current arrangements with respect to, or sources of, additional financing and
additional financing may not be available to us on acceptable terms, or at all.
Any future financings may involve the issuance of additional equity or
convertible
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debt securities which may cause dilution to our then existing shareholders. If
adequate funds are not available from additional sources of financing, our
business would be materially adversely affected.
WE CONDUCT BUSINESS IN AN INDUSTRY WHICH IS DEPENDENT ON THE ADOPTION OF
FAVORABLE ENVIRONMENTAL LEGISLATION.
In recent years, government authorities have adopted extensive
regulations governing the storage, handling, shipment, recycling and/or disposal
of hazardous waste, including contaminated solvent used in industrial parts
washers. Failure by government authorities to continue to implement such
legislation or significant relaxation of such requirements or enforcement
thereof could have a material adverse effect on our business and prospects.
While we believe that the utilization of our products as intended does not
constitute the generation, treatment or disposal of hazardous waste and that our
products yield pure solvent and a residue that is not classified as hazardous
waste, environmental agencies may not continue to reach the same conclusion. If
the utilization of our products constitutes the generation, treatment or
disposal of hazardous waste, if the residue is classified as hazardous waste, or
if used motor oil itself is classified as hazardous waste, we will lose a
significant competitive advantage. We believe that attempts have been made and
are continuing to have used motor oil classified as a hazardous waste.
WE ARE DEPENDENT ON THIRD PARTIES TO SUPPLY US WITH THE NECESSARY COMPONENTS AND
RAW MATERIALS TO MANUFACTURE OUR PRODUCTS.
The SystemOne(R) Washer is an assembly of raw materials and components,
all of which we believe are readily obtainable. We do not believe that we are
dependent upon any of our current suppliers to obtain raw materials and
components necessary to assemble and manufacture SystemOne(R) Washers. However,
because we do not maintain extensive inventories of products, if we were unable
to obtain adequate raw materials and components, we would be unable to meet
purchase orders on a timely basis which would have an adverse effect on our
financial condition and results of operations. Moreover, we are substantially
dependent on the ability of approximately 40 component and raw material
suppliers to, among other things, satisfy performance and quality specifications
and dedicate sufficient production capacity for components and raw materials
within scheduled delivery times. Our inability to obtain quality components and
raw materials would also have an adverse effect on our business and prospects.
WE RELY ON PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION.
We hold ten United States patents with respect to our products,
including the SystemOne(R) Washer, as welL as four patents pending relating to
vapor recovery systems, machinery and processes using the SystemOne(R)
technology. We also hold international patents in Mexico and Japan and have
applied for similar patents in Canada and Europe. We anticipate that we will
apply for additional patents as we deem appropriate. We believe that patent
protection is important to our business and that we could be required to expend
significant funds in connection with enforcing or defending our patent rights.
In the event that our products or processes infringe patents or proprietary
rights of others, we may be required to modify the design of our products or
obtain licenses. If we are unable to do so in a timely manner, upon acceptable
terms and conditions we may become the subject of an immediate injunction and be
liable for damages. This could materially adversely affect our business,
financial condition and results of operations. Enforcing or defending a patent
infringement, proprietary rights violation action or alleged infringement or
violation action would require substantial financial and other resources.
We also rely on trade secrets and proprietary know-how and employ
various methods to protect the concepts, ideas and documentation of our
proprietary information. However, such methods may not afford us complete
protection because other parties may independently develop such know-how or
obtain access to our know-how, concepts, ideas and documentation. We have
entered into confidentiality agreements with our employees, suppliers and
appropriate vendors. If these parties breach these agreements or our other
methods of protecting our trade secrets and proprietary know-how are not
effective, we may not have an adequate remedy. Our failure to adequately protect
our trade secrets and proprietary know-how could have a material adverse effect
on our business, financial condition and results of operations.
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WE ARE SUBJECT TO POTENTIAL WARRANTY EXPENSE AND PRODUCT LIABILITY CLAIMS.
In general, we warrant the SystemOne(R) Washer and our other products
to be free of material defects for periods of up to 60 months. In addition, we
warrant to users that if the SystemOne(R) Washer is properly used in accordance
with the accompanying operator manual, it will not generate hazardous waste
under current interpretations of applicable federal and state regulations.
Accordingly, we could incur significant warranty expenses as a result of defects
in our products or changes in applicable regulations. Since we only commenced
our principal operations in July 1996, historical trends have not yet been
established. Actual warranty expenses could exceed the amounts which were
established as reserves. We may also be exposed to potential product liability
claims by our customers and users of our products. Although we maintain product
liability insurance coverage which our management believes to be sufficient, if
our insurance coverage proves inadequate or adequate insurance becomes
unreasonably costly or otherwise unavailable, future claims may not be fully
insured. An uninsured or partially insured successful claim against us could
have a material adverse effect on our business, financial condition and results
of operations.
WE ARE DEPENDENT ON CERTAIN KEY PERSONNEL.
Our future success depends, in significant part, upon the continued
service and expertise of our senior management and key personnel, including
Pierre Mansur, our Chairman of the Board and President and the inventor of our
products, and Paul Mansur, our Chief Executive Officer. We maintain $1.0 million
of key man life insurance on each of Pierre Mansur and Paul Mansur. We are the
sole beneficiary under these policies. However, the loss of the services of
either of the Mansurs or one or more of our other executive officers or key
employees could have a material adverse effect on our business and future
prospects and the prevailing market price of our common stock. Our future
success is also dependent upon our continuing ability to attract and retain
additional qualified marketing, technical and managerial personnel. Our
inability to attract and retain such qualified personnel could materially
adversely affect our business, results of operations and financial condition.
CONTROL BY MANAGEMENT.
Upon conversion of all outstanding shares of Series B preferred stock
and Series C convertible preferred stock, Pierre Mansur, our Chairman of the
Board and President, will beneficially own approximately 34.4% of our
outstanding common stock. Accordingly, Mr. Mansur may be in a position to
effectively control of all matters requiring shareholder approval, including the
election of all of our directors and the approval of significant corporate
transactions.
WE HAVE NOT DECLARED DIVIDENDS ON OUR COMMON STOCK.
We have never declared or paid any cash dividends on our common stock.
We do not anticipate paying any cash dividends in the foreseeable future, and
currently intend to retain future earnings, if any, to fund the continued
development and expansion of our business. Under the terms of our 8 1/4 %
subordinated convertible notes due 2003 issued February 1998 and our existing
credit facility, we may not declare or pay any dividends or make any other
distributions, except dividends or distributions payable in equity securities.
THE YEAR 2000 PROBLEM COULD HURT OUR OPERATIONS AND PROFITS.
The year 2000 problem is the result of computer programs being written
using two digits rather than four to define an applicable year. In 1997, we
developed a plan to address the year 2000 issue. Pursuant to this plan, we
upgraded our computer operating systems at a cost of approximately $25,000. We
believe that our computer operating systems are now year 2000 compliant.
Additionally, any computer systems that we purchase or lease in the future will
already be year 2000 compliant. Although we believe that our systems interact
only minimally with our customers and other third parties, we have not assessed
the impact of the year 2000 issue on third parties with whom we have material
relationships, including our suppliers. We will undertake reasonable efforts to
ascertain
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third party compliance only when we deem it to be necessary. Although we believe
that the year 2000 issue will not present a materially adverse risk to our
future results of operations, if our systems prove not to be year 2000 compliant
or if compliance by our vendors and suppliers proves insufficient, the year 2000
issue could have a materially adverse impact on our business, results of
operations and financial condition.
FACTORS INHIBITING TAKEOVER.
The State of Florida has enacted legislation that may deter or
frustrate takeovers of Florida corporations. The Florida Control Share Act
generally provides that shares acquired in excess of certain specified
thresholds will not possess any voting rights unless such voting rights are
approved by a majority vote of a corporation's disinterested shareholders. The
Florida Affiliated Transactions Act generally requires supermajority approval by
disinterested directors or shareholders of certain specified transactions
between a public corporation and holders of more than 10% of the outstanding
voting shares of the corporation (or their affiliates). In addition our Articles
of Incorporation authorize the issuance of up to 1,500,000 shares of "blank
check" preferred stock with such designations, rights and preferences as may be
determined from time to time by our Board of Directors. Accordingly, our Board
of Directors may, without shareholder approval, issue preferred stock with
dividend, liquidation, conversion, voting or other rights that could adversely
affect the voting power or other rights of the holders of the common. In May
1999, we issued 50,500 shares of Series B convertible preferred stock and in
August 1999, we issued 69,000 shares of Series C convertible preferred stock.
The issuance of additional shares of preferred stock could
o make the possible takeover of our company or the removal of
our management more difficult,
o discourage hostile bids for control of our company in which
shareholders may receive premiums for their common stock,
o adversely affect the voting and other rights of the holders of
the common stock, and
o result in a decrease in the value or market price of our
common stock.
In addition, we have a rights plan which is triggered if someone not approved by
our board of directors acquires beneficial ownership of specified percentage of
our stock. If the rights plan is triggered, current shareholders who are not
attempting to gain control will be able to purchase shares of our common stock
at a reduced rate. The rights plan makes it very expensive for a person or group
to acquire control of our company without approval by our board of directors.
SHARES ELIGIBLE FOR FUTURE SALE.
Upon the issuance of the shares of common stock underlying the shares
of Series B convertible preferred stock and the Series C convertible preferred
stock, we anticipate that we will have 5,819,527 shares of common stock
outstanding. Of such shares, 3,725,007 shares, including those sold pursuant to
this offering, will be freely tradable without restriction or further
registration under the Securities Act of 1933, as amended, unless held by an
affiliate of ours. The remaining 2,094,520 shares of common stock are deemed to
be restricted securities within the meaning of Rule 144 under the Securities
Act, and may not be publicly resold, except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption from
registration, including that provided by Rule 144. The possibility that
substantial amounts of common stock may be sold in the public market may
adversely affect prevailing market prices for the common stock and could impair
our ability to raise capital through the sale of our equity securities.
9
<PAGE> 12
FORWARD LOOKING STATEMENTS
This prospectus (including the information incorporated by reference)
contains forward-looking statements within the meaning of Federal securities
law. Terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue," "predict," or other similar words identify forward-looking
statements. These statements discuss future expectations, contain projections of
results of operations or of financial condition or state other forward-looking
information. Forward-looking statements appear in a number of places in this
prospectus and include statements regarding management's intent, belief or
current expectation about, among other things, (1) trends affecting the
industries we service including, without limitation, the automotive, aviation,
marine and general industrial repair industries and (2) our business and growth
strategies, including our research and development plans, our manufacture of
additional cleaning and washing equipment and potential acquisitions. Although
management believes that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, forward-looking statements are
not guarantees of future performance and involve risks and uncertainties. Actual
results may differ materially from those predicted in the forward-looking
statements as a result of various factors, including those set forth in Risk
Factors.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of
common stock by the selling shareholders hereunder. We estimate that our
expenses in connection with this offering will be approximately $35,000.
10
<PAGE> 13
SELLING SHAREHOLDERS
The following table provides information regarding the beneficial
ownership of shares of common stock by the selling shareholders as of the date
of this prospectus and as adjusted to reflect the sale of all of their shares.
Hanseatic purchased the shares of Series C convertible preferred stock from us
pursuant to the terms of a Series C Convertible Preferred Stock Purchase
Agreement, dated August 24, 1999. The other selling shareholders purchased the
shares of Series B convertible preferred stock from us pursuant to the terms of
a Series B Convertible Preferred Purchase Agreement, dated May 6, 1999. The
terms of the Series B convertible preferred stock and the Series C convertible
preferred stock, including the conversion terms, are set forth in separate
Certificates of Designation that are part of our Articles of Incorporation. No
selling shareholder has had any position, office or other material relationship
with us within the past three years. The selling shareholders are participating
in this offering pursuant to certain contractual registration rights granted to
the selling shareholders in connection with the purchase agreements mentioned
above. In connection with those agreements, we have agreed to file and maintain
the effectiveness of the registration statement of which this prospectus forms a
part and to pay all fees and expenses incident to the registration of this
offering, including all registration and filing fees, all fees and expenses of
complying with state blue sky or securities laws, all costs of preparation of
the registration statement and fees and disbursements of our counsel and
independent accountants. None of the shares being registered and offered
hereunder are issued and outstanding as of the date of this prospectus.
SHARES:
<TABLE>
<CAPTION>
OWNERSHIP PRIOR NUMBER OF OWNERSHIP AFTER
TO THE OFFERING SHARES THE OFFERING
---------------------- --------- -----------------------
NAME AND ADDRESS SHARES PERCENTAGE OFFERED SHARES PERCENTAGE
- ---------------- ------ ---------- --------- ------ ----------
<S> <C> <C> <C> <C> <C>
Environmental Opportunities Fund II
(Institutional), L.P.................... 291,551(1) 6.0% 291,551 0 0%
c/o Sanders Morris Mundy, 3100 Chase
Tower, 600 Travis Street, Suite 3100,
Houston, Texas 77002
Environmental Opportunities Fund II, L.P... 79,382(1) 1.7% 79,382 0 0%
c/o Sanders Morris Mundy, 3100 Chase
Tower, 600 Travis Street, Suite 3100,
Houston, Texas 77002
Environmental Opportunities Fund, L.P...... 219,964(1) 4.6% 219,964 0 0%
c/o Sanders Morris Mundy, 3100 Chase
Tower, 600 Travis Street, Suite 3100,
Houston, Texas 77002
Environmental Opportunities Fund (Cayman), 27,321(1) * 27,321 0 0%
L.P.....................................
c/o Sanders Morris Mundy, 3100 Chase
Tower, 600 Travis Street, Suite 3100,
Houston, Texas 77002
Hanseatic Americas LDC(3).................. 600,000(2) 11.5% 600,000 0 0%
Dettec House, Lyford Cay,
Western District
New Providence Island, Bahamas
</TABLE>
* Represents ownership of less than 1%.
(1) Shares issuable upon conversion of shares of Series B convertible preferred
stock.
(2) Shares issuable upon conversion of shares of Series C convertible preferred
stock.
(3) Hanseatic Americas LDC is a Bahamian limited duration company, the sole
managing member of which is Hansabel Partners LLC, a Delaware limited
liability company, the sole managing member of which is Hanseatic
Corporation, a New York corporation, a majority of the shares of capital
stock of which is held by Wolfgang Traber.
11
<PAGE> 14
PLAN OF DISTRIBUTION
GENERAL
TRANSACTIONS. The selling shareholders may offer and sell the common
stock in one or more of the following transactions:
o on the Nasdaq SmallCap Market,
o in negotiated transactions or
o in a combination of any of these transactions.
PRICES. The selling shareholders may sell their shares of common stock
at any of the following prices:
o fixed prices which may be changed,
o market prices prevailing at the time of sale,
o prices related to prevailing market prices or
o negotiated prices.
DIRECT SALES; AGENTS, DEALERS AND UNDERWRITERS. The selling
shareholders may effect transactions by selling the shares of common stock in
any of the following ways:
o directly to purchasers or
o to or through agents, dealers or underwriters designated from
time to time.
Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom they act as agent or to whom they sell
as principals, or both. The selling shareholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.
SUPPLEMENTS. To the extent required, we will set forth in a supplement
to this prospectus filed with the SEC the number of shares to be sold, the
purchase price and public offering price, the name or names of any agent, dealer
or underwriter, and any applicable commissions or discounts with respect to a
particular offering.
STATE SECURITIES LAW. Under the securities laws of some states, the
selling shareholders may only sell the shares in those states through registered
or licensed brokers or dealers. In addition, in some states the selling
shareholders may not sell the shares unless they have been registered or
qualified for sale in that state or an exemption from registration or
qualification is available and is satisfied.
EXPENSES; INDEMNIFICATION. We will not receive any of the proceeds from
the sale of the common stock sold by the selling shareholders hereunder and will
bear all expenses related to the registration of this offering but will not pay
for any underwriting commissions, fees or discounts, if any. We will indemnify
the selling shareholders against some civil liabilities, including some
liabilities which may arise under the Securities Act.
12
<PAGE> 15
LEGAL MATTERS
The validity of the shares offered under the prospectus will be passed
upon for us by Greenberg Traurig, P.A., Miami, Florida.
EXPERTS
Our financial statements as of December 31, 1998 and 1997, and for each
of the years in the two-year period ended December 31, 1998, have been
incorporated by reference in this prospectus from our Annual Report on Form
10-KSB for the year ended December 31, 1998 in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The report of KPMG LLP covering our December 31, 1998 financial
statements contains an explanatory paragraph that states that our recurring
losses from operations, primarily resulting from the significant expenses we
incurred in establishing a direct national marketing and distribution
organization, and net capital deficiency raise substantial doubt about our
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of that uncertainty.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC under File No. 000-21325. You may read and copy
any document in our public files at the SEC's offices at:
o Judiciary Plaza
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549,
o 500 West Madison Street
Suite 1400
Chicago, Illinois 60606
and
o 7 World Trade Center
Suite 1300
New York, New York 10048.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov through the SEC's electronic data gathering
analysis and retrieval system, EDGAR. Our common stock is traded on the Nasdaq
National Market under the symbol "MANS." Information about us is also available
from the NASD, 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus. Later information that we file with
the SEC will automatically update and supersede this information. We incorporate
13
<PAGE> 16
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
by us:
o Our Annual Report on Form 10-KSB, as amended on Form 10-KSB/A,
for the year ended December 31, 1998.
o Our Quarterly Reports on Form 10-QSB, for the quarterly
periods ended March 31, 1999 as amended on Form 10-QSB/A and
June 30, 1999.
o Our Current Reports on Form 8-K, dated as of May 17, 1999 and
August 31, 1999.
o The description of our common stock contained in our
registration statement on Form 8-A dated August 26, 1996.
We will provide to you, without charge, a copy of any and all of the
documents or information referred to above that we have incorporated by
reference in this prospectus (other than exhibits to the documents unless those
exhibits are specifically incorporated by reference into this prospectus).
Requests for such copies should be directed to the following address:
Mansur Industries Inc.
8305 N.W. 27th Street
Suite 107
Miami, Florida 33122
Attn: Chief Financial Officer
Telephone (305) 593-8015.
This prospectus is part of a registration statement that we filed with
the SEC. You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of that document.
14
<PAGE> 17
================================================================================
1,218,218 SHARES
MANSUR INDUSTRIES INC.
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
================================================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses (other than
underwriting and brokerage discounts, commissions and fees and legal fees
incurred by the Selling Shareholders, if any, payable by such Selling
Shareholders) payable in connection with the sale and distribution of the Shares
being registered. All amounts are estimates except the Securities and Exchange
Commission registration fee and the Nasdaq additional listing fee. All of the
expenses below will be paid by the Registrant.
Securities and Exchange Commission registration fee......... $ 1,702
Nasdaq additional listing fee............................... $ 6,122
Legal fees and expenses..................................... $15,000
Accounting fees and expenses................................ $ 5,000
Printing and engraving expenses............................. $ 2,000
Transfer Agent and Registrar fees........................... $ 2,000
Miscellaneous............................................... $ 3,176
-------
Total.............................................. $35,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Registrant's Amended and Restated Articles of
Incorporation and Bylaws provide that the Registrant shall indemnify and may
insure its officers and directors to the fullest extent not prohibited by law.
The Registrant has entered into an agreement with each of its directors and
executive officers wherein it has agreed to indemnify each of them to the
fullest extent permitted by law. The Registrant also maintains a policy of
directors' and officers' liability insurance that insures, subject to certain
exclusions, the Registrant's directors and officers against the cost of defense,
settlement of, payment of a judgment in connection with a proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or officer of the Registrant.
II-1
<PAGE> 19
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Our Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, as amended (No.
333-08657))
3.2 Our Bylaws (incorporated by reference to Exhibit 3.2 of our
Registration Statement on Form S-1, as amended (No.
333-08657))
4.1 Certificate of Designation of Series B Convertible Preferred
Stock dated as of May 13, 1999 (incorporated by reference to
Exhibit 4.1 of our Current Report on Form 8-K dated May 17,
1999).
4.2 Certificate of Designation of Series C Convertible Preferred
Stock dated as of August 24, 1999 (incorporated by reference
to Exhibit 4.1 of our Current Report on Form 8-K dated August
31, 1999).
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on signature page)
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:
(2) 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;
(3) 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.
(4) 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 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 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 of 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-2
<PAGE> 20
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 Miami, State of Florida on this 8th day of September,
1999.
MANSUR INDUSTRIES INC.
By: /s/ Paul I. Mansur
--------------------------
Paul I. Mansur
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Pierre G. Mansur and Paul I.
Mansur, respectively, his true and lawful attorney-in-fact, each acting alone,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents to be filed in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute, each
acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Pierre G. Mansur Chairman of the Board and President September 8, 1999
- ---------------------------------------
Pierre G. Mansur
/s/ Paul I. Mansur Chief Executive Officer and September 8, 1999
- --------------------------------------- Director (principal executive
Paul I. Mansur officer)
/s/ Richard P. Smith Vice President of Finance and Chief September 8, 1999
- --------------------------------------- Financial Officer (principal
Richard P. Smith accounting officer)
Director September 8, 1999
- ---------------------------------------
Ronald Korn
/s/ Jan Hedberg Director September 8, 1999
- ---------------------------------------
Dr. Jan Hedberg
- --------------------------------------- Director September 8, 1999
Joseph E. Jack
</TABLE>
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
------ ----------- ----
<S> <C> <C>
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Greenberg Traurig, P.A.
(contained in Exhibit 5.1 herein)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 8, 1999
Mansur Industries Inc.
8305 N.W. 27th Street, Suite 107
Miami, Florida 33122
RE: Offering of Shares Pursuant to Registration Statement on Form S-3
-----------------------------------------------------------------
Gentlemen:
We have acted as counsel to Mansur Industries Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration by the Company of an
aggregate of 1,218,218 shares of the Company's common stock, par value $0.001
per share (the "Common Stock"), 618,218 shares of which are initially issuable
upon conversion of the Company's outstanding shares of Series B convertible
preferred stock, par value $1.00 per share (the "Series B Preferred Stock"), at
a price of $8.25 per share, and 600,000 shares of which are initially issuable
upon conversion of the Company's outstanding shares of Series C convertible
preferred stock, par value $1.00 per shares (the "Series C Preferred Stock"), at
a price of $11.50 per share, plus in each case such additional indeterminate
number of shares of Common Stock as may become issuable upon conversion of the
Series B Preferred Stock or the Series C Preferred Stock as a result of in-kind
dividend payments and/or adjustments to the conversion price (collectively, the
"Shares").
In so acting, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of (a) the Company's Amended and
Restated Articles of Incorporation as currently in effect, (b) the Company's
Bylaws, as amended, as currently in effect, (c) the Registration Statement, (d)
the Series B Convertible Preferred Stock Purchase Agreement pursuant to which
the shares of Series B Preferred Stock were issued, (e) the Series C Convertible
Preferred Stock Purchase Agreement pursuant to which the shares of Series C
Preferred Stock were issued, (f) certain resolutions adopted by the Company's
Board of Directors, and (g) such other documents, records, certificates and
other instruments as in our judgment are necessary or appropriate for purposes
of this opinion.
Based on and subject to the foregoing, we are of the following
opinions:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Florida.
2. The Shares have been validly authorized and reserved for issuance
and, when duly issued and delivered upon conversion of the Series B Preferred
Stock or the Series C Preferred Stock, as the case may be, in accordance with
the terms of the Certificate of Designation respecting the Series B Preferred
Stock or the Series C Preferred Stock, will be validly issued and will be fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules or regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG, P.A.
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Mansur Industries Inc.:
We consent to the use of our report incorporated by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report dated February 17, 1999, contains an explanatory paragraph that
states that the Company has suffered recurring losses from operations, primarily
resulting from the significant expenses incurred in establishing its direct
national marketing and distribution organization, and has a net capital
deficiency, which raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of that uncertainty.
KPMG LLP
Miami, Florida
September 7, 1999
