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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1995
REGISTRATION NO. 33-62359
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSOLIDATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
INDIANA 37-0684070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 CENTURY BUILDING JAMES W. BEAR, SENIOR VICE PRESIDENT
36 SOUTH PENNSYLVANIA STREET AND TREASURER
INDIANAPOLIS, INDIANA 46204 CONSOLIDATED PRODUCTS, INC.
(317) 633-4100 500 CENTURY BUILDING
(Address, including zip code and telephone 36 SOUTH PENNSYLVANIA STREET
number, including area code, of registrant's INDIANAPOLIS, INDIANA 46204
principal executive offices) (317) 633-4100
(Name, address, including zip code, and telephone
number, including area code of agent for service)
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COPIES TO:
Berkley W. Duck
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
(317) 236-2270
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS DETERMINED BY THE SELLING SHAREHOLDER.
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 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 reinvestment
plans, check the following. / /
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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<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES BEING BEING PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
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Common Stock,
$.50 stated value............ 73,205 Shares $14.125 $1,034,020 $357
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; and its regional offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60621-2511; and 75 Park
Place, New York, New York 10007. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended, with respect to the Shares
offered hereby (the "Registration Statement"). This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. Certain items were omitted in accordance with the rules and regulations
of the Commission. For further information regarding the Company and the Shares
offered by this Prospectus, reference is made to the Registration Statement,
including all amendments thereto, and the schedules and exhibits filed as part
thereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference in the Registration
Statement:
(a) The Company's latest annual report on Form 10-K, and
(b) The Company's current report on Form 8-K dated April 4, 1995,
(c) The Company's current report on Form 8-K dated September 27, 1995,
and
(d) All of the reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (a) above.
(e) The description of the Company's Common Stock contained in the
Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all of the Shares offered have been sold or which deregisters all
of such Shares then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date 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 Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
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 or superseded, to constitute a part of this Registration Statement.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein (not including exhibits to such documents unless such exhibits
are specifically incorporated by reference in the information that this
Prospectus incorporates). Requests for such copies should be directed to Mary H.
Mueller, Assistant Secretary, Consolidated Products, Inc., 500 Century Building,
36 South Pennsylvania Street, Indianapolis, Indiana 46204; phone number (317)
633-4100.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
THE COMPANY
The Company is engaged in operating 162 Steak n Shake-Registered Trademark-
restaurants, including 30 franchised units, primarily in the Midwest and
Southeast, serving the mid-scale, casual dining segment of the restaurant
industry. The Company also operates 10 themed restaurants, serving the upper
mid-scale, casual dining segment, in Indiana and Illinois, primarily under the
concept name COLORADO STEAKHOUSE.-TM- The principal executive offices of the
Company are located at 500 Century Building, 36 South Pennsylvania Street,
Indianapolis, Indiana 46204. The Company's telephone number is (317) 633-4100.
USE OF PROCEEDS
The exercise price of the Warrant is $2.7321 per share, or an aggregate of
$200,000. The proceeds to the Company from the exercise of the Warrant will be
applied to general corporate purposes. The Company will receive none of the
proceeds from the subsequent sales by the Selling Shareholder of the Shares
offered hereby. All net proceeds from those sales will be paid to the Selling
Shareholder.
SELLING SHAREHOLDER
The Selling Shareholder, a New York-based investment banking firm, served as
a financial advisor to the Company under a three-year consulting agreement dated
May 15, 1991. Pursuant to the consulting agreement, the Selling Shareholder
received an annual fee of $24,000 for advice to the Company concerning financial
and business strategies. The agreement further granted to the Selling
Shareholder a Warrant to purchase up to 50,000 shares of the Company's Common
Stock at a price per share of $4.00, expiring on May 15, 1996. Pursuant to
certain anti-dilution provisions in the Warrant, the original shares and price
per share were adjusted to 73,205 shares at a price per share of $2.7321,
reflecting the 10% stock dividends issued by the Company to its shareholders on
January 21, 1992; January 18, 1993; January 28, 1994; and January 20, 1995. The
Warrant provides that the Company is to effect registration of the Shares under
the Securities Act of 1933 upon demand by the Selling Shareholder. That demand
was made on August 8, 1995.
The Selling Shareholder holds no other shares of the Company's Common Stock
as of the date hereof. The Shares, when issued, will represent less than 1
percent of the Company's outstanding Common Stock.
PLAN OF DISTRIBUTION
The Shares will be sold by the Selling Shareholder from time to time in one
or more transactions (which may involve block transactions) on the Nasdaq
National Market System or any other exchange or automated quotation system on
which the Common Stock may then be listed, in privately negotiated transactions,
in the over-the-counter market, or a combination of 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.
LEGAL MATTERS
Certain legal matters relating to the issuance of the Shares have been
passed on for the Company by Ice Miller Donadio & Ryan, Indianapolis, Indiana.
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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 Indianapolis, State of Indiana, on October 9, 1995.
CONSOLIDATED PRODUCTS, INC.
By: /s/ JAMES W. BEAR
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James W. Bear
SENIOR VICE PRESIDENT, TREASURER
AND
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below irrevocably constitutes E. W.
Kelley, Alan B. Gilman and S. Sue Aramian, and each of them (with full power to
act alone), as his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on October 9, 1995.
/s/ E. W. KELLEY
- ----------------------------------- Chairman and Director
E. W. Kelley
/s/ ALAN B. GILMAN
- ----------------------------------- Chief Executive Officer,
Alan B. Gilman President and Director
Senior Vice President and
/s/ JAMES W. BEAR Treasurer
- ----------------------------------- (Principal Financial
James W. Bear Officer)
/s/ KEVIN F. BEAUCHAMP
- ----------------------------------- Vice President and
Kevin F. Beauchamp Controller
/s/ S. SUE ARAMIAN
- ----------------------------------- Vice Chairwoman and
S. Sue Aramian Director
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/s/ ALVA T. BONDA
- ----------------------------------- Director
Alva T. Bonda
/s/ NEAL GILLIATT
- ----------------------------------- Director
Neal Gilliatt
/s/ CHARLES E. LANHAM
- ----------------------------------- Director
Charles E. Lanham
/s/ J. FRED RISK
- ----------------------------------- Director
J. Fred Risk
/s/ JAMES WILLIAMSON, JR.
- ----------------------------------- Director
James Williamson, Jr.
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