PROSPECTUS
2,703,528 SHARES
1,214,786 PUBLIC WARRANTS
COMMODORE HOLDINGS LIMITED
COMMON STOCK AND PUBLIC WARRANTS
This Prospectus relates to an aggregate of (i) 2,703,528 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Commodore Holdings Limited, a Bermuda exempted company ("Commodore" or the
"Company"), consisting of 2,096,135 shares of Common Stock offered by certain
selling stockholders, in some cases upon the exercise of outstanding warrants
(the "Selling Stockholders"), and 607,393 shares of Common Stock issuable upon
the exercise of warrants (the "Public Warrants") issued as part of the "units"
in the Company's initial public offering of securities; and (ii) 1,214,786
Public Warrants. The Public Warrants are redeemable warrants to purchase
one-half share of Common Stock for $5.68 per share. The Public Warrants are
exercisable only in pairs, with two Public Warrants entitling the registered
holder to purchase one share of Common Stock. The Public Warrants are
exercisable for a period of four years, commencing one year from the date of
issuance, subject to prior redemption. The Public Warrants may be redeemed by
the Company on 25 days' notice at any time after one year from the date of
issuance for $.05 per Public Warrant if the closing bid price of the Common
Stock exceeds $9.00 per share for 20 consecutive trading days ending not more
than 15 days prior to the date of any redemption notice. See "Description of
Securities - Public Warrants." The Company will not receive any proceeds from
the sale of the shares of Common Stock by the Selling Stockholders, but will
receive up to an aggregate of approximately $3,449,992 upon the exercise of the
Public Warrants, and warrants held by certain Selling Stockholders
(collectively, the "Warrants").
The Selling Stockholders have advised the Company that they may from
time to time sell all or a portion of the Shares in one or more transactions on
the Nasdaq National Market, or on any exchange on which the Common Stock may
then be listed, in privately negotiated transactions or otherwise, or in a
combination of such methods of sale, at market prices prevailing at the time of
sale or prices related to such prevailing market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Stockholders and any participating broker-dealers may be deemed to be
"underwriters" as defined in the Securities Act of 1933, as amended (the
"Securities Act"). Neither the Company nor the Selling Stockholders can estimate
at the present time the amount of commissions or discounts, if any, that will be
paid by the Selling Stockholders on account of their sales of the Shares from
time to time. The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including certain liabilities under the Securities
Act. See "Plan of Distribution."
The holders of the Public Warrants may sell the Public Warrants in one
or more transactions on the Nasdaq National Market or on any other exchange on
which the Public Warrants may then be listed, in privately negotiated
transactions or otherwise, or in a combination of such methods of sale, at
market prices prevailing at the time of sale or prices related to such
prevailing market prices or at negotiated prices.
The Common Stock and Public Warrants are quoted on the Nasdaq National
Market under the symbols "CCLNF" and "CCLWF," respectively. On July 22, 1998,
the last reported sales price of the Common Stock and the Public Warrants on the
Nasdaq National Market was $5.50 and $0.625, respectively.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN RISKS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES AND THE PUBLIC
WARRANTS.
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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.
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The date of this Prospectus is July 30, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and may also be obtained from the Commission's website
located at http://www.sec.gov. Quotations relating to the Company's Common Stock
and Public Warrants appear on the Nasdaq National Market, and reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission Post-Effective Amendment No.
1 on Form S-3 to the Company's Registration Statement on Form S-1 (the
"Registration Statement") under the Securities Act with respect to the Shares
and the Public Warrants. This Prospectus, which is a part of the Registration
Statement, does not contain all the information set forth in, or annexed as
exhibits to, such Registration Statement, certain portions of which have been
omitted pursuant to rules and regulations of the Commission. For further
information with respect to the Company, the Shares and the Public Warrants,
reference is hereby made to such Registration Statement, including the exhibits
thereto. Copies of the Registration Statement, including exhibits, may be
obtained from the aforementioned public reference facilities of the Commission
upon payment of the fees prescribed by the Commission, or may be examined
without charge at such facilities. Statements contained herein concerning any
document filed as an exhibit are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the Exchange Act (Commission File Number 0-20961) are incorporated in and made a
part of this Prospectus by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
September 30, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1997;
(c) the Company's definitive 1998 Proxy Statement distributed in
connection with its Annual Meeting of Stockholders held on
February 11, 1998; and
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(d) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the sale of all of the Shares shall be deemed to be incorporated
by reference herein 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 Prospectus to the extent that a statement contained herein,
or in any other subsequently filed documents, which also are incorporated or
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or superseded.
This Prospectus incorporates documents by reference that are not
presented herein or delivered herewith. The Company hereby undertakes to
provide, without charge, to each person, including any beneficial owner, to whom
a copy of this Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the information incorporated herein by
reference. Exhibits to any of such documents, however, will not be provided
unless such exhibits are specifically incorporated by reference into such
documents. The requests should be addressed to: Investor Relations, Commodore
Holdings Limited, 4000 Hollywood Boulevard, Suite 385-S, South Tower, Hollywood,
Florida 33021, telephone number (954) 967-2100.
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THE COMPANY
GENERAL
Commodore Holdings Limited, a Bermuda exempted company (the "Company"),
owns two cruise ships, the S/S Enchanted Isle (the "Enchanted Isle") and the S/S
Universe Explorer (formerly the S/S Enchanted Seas) (the "Universe Explorer" or
the "Enchanted Seas"). The Enchanted Isle offers Caribbean cruises from New
Orleans and the Universe Explorer is chartered to Sea-Comm, Ltd., a Liberian
corporation ("Sea-Comm"), a joint venture between the Company and Seawise
Foundation, Inc. ("Seawise"), which in turn has space-chartered the vessel to
Seawise, which operates the educational "Semester at Sea" program during a
portion of the year. Sea-Comm operates cruises to Alaska and the Caribbean
aboard the Universe Explorer during the balance of the year. The Company
acquired the Enchanted Isle and the Enchanted Seas in July 1995 from Commodore
Cruise Line Limited, a Cayman Islands Company and certain of its subsidiaries
("Old Commodore").
Since April 1995, the Enchanted Isle has offered seven day cruises from
New Orleans to the Western Caribbean with ports-of-call at Cancun, Cozumel,
Grand Cayman and Montego Bay (alternately, Key West). It is a 23,395 gross
registered ton cruise vessel, has nine passenger decks, a capacity of
approximately 729 passengers in 366 cabins (on a double occupancy basis), is of
Panamanian registry and was built in 1958. The Enchanted Isle is designed to be
a seagoing resort containing a casino, nightclub, movie theater, swimming pool,
restaurants, workout room, sundeck and deck activities.
Revenues from the Enchanted Isle are derived from ticket sales and from
certain on-board activities and services operated by the Company including
casino gambling, liquor sales in a variety of bars, restaurants, lounges, and a
discotheque. Additional revenue is earned from the sale of pre- and post-cruise
packages in the vessel's city of embarkation. The Company earns concession
revenue from duty-free shops, gift shops, the sale of photographs to passengers,
shore excursions and from the beauty salon.
The Universe Explorer is a 23,900 gross registered ton cruise vessel,
has nine passenger decks, a capacity of approximately 739 passengers in 363
cabins (on a double occupancy basis), is of Panamanian registry and was built in
1958. The Universe Explorer was designed to be a seagoing resort containing a
casino, discotheque, movie theater, library, reading room, restaurants, full
service communication facilities, two pools, jogging course, aerobic classes,
workout room, sun deck areas and deck activities. After the Company acquired the
Enchanted Seas in July 1995, the Enchanted Seas was laid up and placed in
drydock for maintenance and refurbishing until January 1996. During this time,
the Company renovated portions of it to prepare it for use both as a cruise
vessel and for use in the Semester at Sea program. The Company removed the
vessel's casino to install a library, and installed various partitions so that
certain lounges and dining areas could be easily converted to classrooms when
needed for the Semester at Sea program and returned to their prior state when
used for cruises. The Company also renamed the vessel the "Universe Explorer."
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Revenues from the Universe Explorer are derived from charter revenue.
Sea-Comm derives revenues from different sources depending on whether the vessel
is being used as a cruise vessel or for the Semester at Sea program. Cruise
revenues include those from ticket sales and certain on-board activities and
services such as beverage sales, shore excursions, and concession revenue.
Revenues from the Semester at Sea program are derived from space charter fees
and ticket sales to adult (non-student) passengers, who may represent up to 24%
of the passengers on each voyage. Seawise also paid Sea-Comm $1,500,000 in 1997
for all of the non-student passenger cabins. Additional revenue is earned from
beverage and snack bar sales and from other miscellaneous on-board services.
Cruises in general are differentiated primarily by cruise cost, length
and itinerary. Segments within the cruise industry include the standard, premium
and luxury cruises, each of which, the Company believes, appeals to different
population segments and attracts varying demographic groups. The standard
market, in which the Company competes, is the largest of the three segments,
comprising approximately 55% of industry-wide capacity.
The Company believes that the Semester at Sea program is unique and, to
its knowledge, the Universe Explorer is the only such floating university in the
world. The program competes indirectly, however, with land-based semester or
year abroad programs offered to college students.
The Company was incorporated in Bermuda on April 13, 1995. The
executive offices of the Company are located at 4000 Hollywood Boulevard, Suite
385-S, South Tower, Hollywood, Florida 33021, and its telephone number is (954)
967-2100.
THE COMMODORE ACQUISITION
The Company and its wholly-owned subsidiaries were established for the
purpose of acquiring certain assets (the "Commodore Acquisition") of an existing
cruise line operation from Old Commodore. The Commodore Acquisition included the
trade names "Commodore" and "Commodore Cruise Line", as well as certain related
trade names and trademarks (collectively, the "Trademarks"), the Enchanted Isle
and the Enchanted Seas, and all of Old Commodore's existing operations with
regard to the Enchanted Isle and the Enchanted Seas (together, the "Cruise
Ships"), including certain advance ticket sales, marketing and sales
information, and certain shoreside assets (collectively, the "Commodore
Assets").
The Company closed the Commodore Acquisition on July 14, 1995 (the
"Commodore Closing"). The purchase price for the Commodore Assets was
$33,500,000. The Company paid $5,000,000 to Old Commodore, which represented the
cash portion of the purchase price. In addition, the Company issued 1,000,000
Series A Preference Shares at an agreed value of $4.00 per share to EffJohn
International B.V. ("EffJohn"), the parent company of Old Commodore, as partial
payment of the purchase price. EffJohn International Cruise Holdings, Inc. (the
"Lender"), an affiliate of EffJohn, loaned the balance of the purchase price,
$24,500,000, to the Company (the "Loan"), which is secured by substantially all
of the assets of the Company's wholly-owned subsidiary New Commodore Cruise
Lines Limited, a Bermuda exempted company ("New Commodore"), including first
preferred ships' mortgages on the
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Cruise Ships. References herein to the operations of the Company are to the
historical operations of Old Commodore prior to the Commodore Closing and to
those of the Company subsequent thereto.
RECENT DEVELOPMENTS
JOINT VENTURE WITH CASINO AMERICA
In March 1998, the Company chartered a 640-passenger cruise ship, the
M/V Island Holiday, which has been renamed M/V Enchanted Capri (the "Enchanted
Capri"), until January 1, 2003. The Enchanted Capri is a 15,409-ton cruise ship
which was built in 1976, at Wartsila Shipyard in Turku, Finland. The Enchanted
Capri has 248 cabins, including eight suites, and eight passenger decks. It is
512 feet long and 72 feet wide, and has a cruising speed of over 20 knots. The
Enchanted Capri offers full cruise amenities such as swimming pools,
restaurants, gift shops, bars, lounges, a theater, disco, gym, sauna, beauty
salon, complete hospital facilities, and a full casino.
In April 1998, the Company entered into a joint venture agreement with
Casino America, Inc. ("Casino America"), the owner and operator of five
riverboat and dockside casinos. Pursuant to the joint venture agreement, Casino
America and the Company have formed a general partnership to jointly operate the
Enchanted Capri from New Orleans, Louisiana, commencing in June 1988. As a
result, the Company has assigned its interest in the Enchanted Capri charter to
the joint venture. The Enchanted Capri is operated pursuant to this agreement.
The Company operates the vessel while Casino America operates and manages the
casino on-board the vessel as an "Isle of Capri" casino, including establishing
and maintaining the internal controls for the casino. The Company and Casino
America also engage in joint marketing efforts with the Company marketing the
base cruise product and Casino America marketing the gaming product. Management
of the Company does not believe the Company will incur significant expenses or
realize significant revenues from the joint venture during its current fiscal
year. Notwithstanding the experience of both parties in their respective fields,
no assurance can be given that the joint venture between the parties will be
successful.
MANDATORY CONVERSION OF DEBENTURES
In December 1997, the Company issued 21.5 units, with each unit
consisting of $100,000 in face value of 7% convertible subordinated debentures
(the "Debentures"), as part of the sale of units in the December 1997 private
offering (the "Private Offering"). The Debentures mature on December 31, 2002
(the "Maturity Date"). The Debenture(s) are convertible by the holder(s) thereof
into the Company's Common Stock at any time prior to the close of business on
the Maturity Date. In addition, the Company has the right to demand conversion
of the Debentures if the average closing sale price of the Company's Common
Stock as reported on Nasdaq equals or exceeds $4.50 for 20 trading days during
any 30 day trading period. See "Description of Securities -- Convertible
Subordinated Debentures."
On approximately May 18, 1998, the Company notified all holders of
Debentures that it was exercising its right to demand conversion of the
Debentures into Common Stock effective
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as of May 18, 1998. The Company registered the sale of the Common Stock into
which the Debentures could be converted (the "Debenture Shares") pursuant to a
registration statement which was declared effective by the Commission on May 11,
1998.
REGISTRATION STATEMENT
On May 11, 1998, a registration statement filed by the Company was
declared effective by the Commission. The registration statement registered the
re-sale of an aggregate of 1,368,910 shares of the Company's Common Stock,
consisting of the following: (i) 100,000 shares of Common Stock currently issued
and outstanding; (ii) 10,000 shares of Common Stock issuable upon exercise of
outstanding options issued pursuant to the Company's stock option plan (the
"Stock Options"); (iii) 150,000 shares of Common Stock issuable upon exercise of
warrants issued in connection with financial consulting services (the
"Consulting Warrants"); (iv) 686,903 Debenture Shares; (v) 54,952 shares of
Common Stock issuable upon exercise of warrants (the "Broker Warrants") issued
to the placement agents in connection with the Private Offering; (vi) 342,055
shares of Common Stock issuable upon conversion of the Company's convertible
series A preference shares (the "Series A Preference Shares"); and (vii) 25,000
shares of Common Stock issuable upon exercise of warrants (the "Warrants").
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FORWARD-LOOKING STATEMENTS
The Company cautions readers that certain important factors may affect
the Company's actual results and could cause such results to differ materially
from any forward-looking statements that may be deemed to have been made in this
Prospectus or that are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in this Prospectus that are not statements of
historical fact may be deemed to be forward-looking statements which involve
risks and uncertainties. Without limiting the generality of the foregoing, words
such as "may," "will," "expect," "believe," "anticipate," "intend," "could,"
"estimate" or "continue" or the negative variations thereof or comparable
terminology are intended to identify forward-looking statements. These risks and
uncertainties include competing in a saturated industry against modern and
larger fleets; the ability of the Company to obtain additional financing for the
acquisition of additional ships; a high percentage of debt on assets owned by
the Company; the potential for additional governmental regulations; the need for
expensive upgrades and/or maintenance to aging vessels; general economic factors
in markets where the Company operates; those factors discussed in the section
captioned "Risk Factors" below as well as those discussed elsewhere in this
Prospectus and from time to time in the Company's filings with the Commission.
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RISK FACTORS
THE SHARES AND PUBLIC WARRANTS OFFERED HEREBY ARE SPECULATIVE AND
INVOLVE A HIGH DEGREE OF RISK. BEFORE INVESTING IN THE COMMON STOCK, PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH BELOW AS WELL AS THE
OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.
1. HIGH LEVERAGE; EXISTENCE OF LIENS ON ALL ASSETS
Upon the Commodore Closing, the Company became indebted to the Lender
in the amount of U.S. $24,500,000 (the "Acquisition Indebtedness"), which
indebtedness is secured by a lien on substantially all of New Commodore's assets
and mortgages on the Cruise Ships. While the Acquisition Indebtedness (which has
since been reduced to approximately U.S. $20,000,000) may increase the potential
return on invested capital, it also presents additional elements of risk,
including the following: (i) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, ship and
other acquisitions, general corporate purposes or other purposes may be
impaired; (ii) pursuant to the Loan, New Commodore must maintain a minimum cash
balance in its operating accounts of $1,000,000 after deducting the substantial
portion of the Company's cash flow from operations which must be dedicated to
the payment of the principal and interest on its indebtedness, and if such funds
are insufficient, the Company will be forced to raise additional funds or
curtail activities such as marketing; (iii) the Company's degree of leverage may
make it more vulnerable to economic downturns and may limit its ability to
withstand competitive pressures; and (iv) the Company's borrowing at variable
rates of interest will subject the Company to fluctuations in interest rates.
Moreover, to the extent that the Company's assets continue to be pledged to
secure the Acquisition Indebtedness, such assets will be unavailable to secure
additional debt financing, which may adversely affect the Company's ability to
borrow in the future. A substantial portion of the Company's cash flow is used
for debt service. Specifically, in fiscal 1997 and fiscal 1996, the Company paid
approximately $4,800,000 and $1,900,000, respectively, in principal and interest
on its debt financing. There can be no assurance that the Company will be able
to meet its debt service obligations. If the Company fails to satisfy
obligations with respect to the Acquisition Indebtedness, including without
limitation making required payments of principal and interest, the Acquisition
Indebtedness could be declared in default and the Company's assets foreclosed
upon.
2. POTENTIAL APPLICATION OF U.S. INCOME TAXES
The Company is a foreign corporation which is engaged in a trade or
business in the United States. The Internal Revenue Code of 1986, as amended
(the "Code"), provides a complex set of tax rules concerning the taxation of
foreign corporations engaged in business in the United States. Under these
rules, such a foreign corporation may be subject to various U.S. taxes,
including the regular U.S. corporation income tax (or alternative minimum tax);
an additional branch profits tax; a gross basis tax on certain gross rentals
derived from bareboat charters of ships to affiliated or unaffiliated companies;
and branch taxes on certain interest paid or accrued. Unless and except to the
extent that the Company qualifies for the tax exemption provided by Code Section
883(a), it is subject to these U.S. income taxes.
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The Company currently qualifies for this exemption because Code Section
883(c) generally makes eligible for the Code Section 883(a) exemption
wholly-owned foreign subsidiaries of a foreign corporation, provided that both
the country of incorporation of the foreign subsidiary, and the country of
incorporation of the foreign parent, reciprocally exempt the international
shipping income of U.S. shipping corporations, and the foreign parent's stock is
primarily and regularly traded on an established securities market in the United
States or in certain foreign countries. The Company believes that the countries
of incorporation of the Company, its subsidiaries, and Sea-Comm, are viewed as
providing a reciprocal exemption. In addition, such exemption requires, among
other things, that 80% of the value of the Company's capital stock be traded on
certain securities exchanges or markets. At present, the Company believes that
it meets the requirements of such exemption because its Common Stock is traded
on the Nasdaq National Market. Accordingly, the Company believes that the
Company meets the requirements of the Section 883(a) exemption.
In addition, even if the Company meets the requirements of the Section
883(a) exemption, there are certain events, such as a decline in the market
value of the Company's Common Stock relative to the value of its Series A
Preference Shares, a de-listing from The Nasdaq Stock Market, Inc. ("Nasdaq"), a
change in the Bermuda or Panama tax laws governing shipping income, or a change
in Code Section 883(a) or regulations issued thereunder, which could cause the
Company to not qualify for the reciprocal exemption provided by that section.
Whether the Company meets the 80% requirement depends on the value of the Common
Stock compared to the value of the Series A Preference Shares, which are not
traded on the Nasdaq National Market and cannot be included in the 80%
determination. In the event the value of the Common Stock should decline, the
Company could become ineligible for the international shipping exemption, which
would cause its income to be subject to United States income taxes. Such an
event would have a material adverse effect on the Company. There can be no
assurance that the corporate tax exemption provided by Code Section 883(a) will
continue to be available.
3. COMPETITION
The cruise line industry is extremely competitive. The Company operates
in the Gulf of Mexico, the Caribbean and in Alaska, and competition for
passengers in such geographic areas is intense. The Company competes with other
cruise ship lines in the standard segment that offer the same type of products
in several markets, and land-based resorts, many of which have significantly
greater financial resources and experience, and are more well known than the
Company. The Company competes with its competitors principally on the basis of
quality of service, type and variety of itineraries and price. In particular,
since the Company presently has only two vessels, with limited itineraries, it
may be disadvantaged in attracting passengers. Fixed costs represent the major
portion of a cruise line's operating expenses and cannot be reduced when
competition causes a reduction in load factors or ticket prices. In addition,
cruise demand declined slightly during 1995 and 1996 for the first time in
several years. Although demand rebounded slightly in 1997, there can be no
assurance that satisfactory occupancy percentages will be reached and maintained
or that the Company will be able to sustain or enhance any penetration and
competitive position.
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Recent statistics indicate that the larger cruise lines are increasing
existing capacity by acquiring new ships, making it very difficult for smaller
operators, such as the Company, to compete with the glamorous new ships for
passengers. Industry sources predict that the increase in capacity will not be
matched by a sufficient increase in passenger volume and that the older ships
will not operate at full capacity. Various articles concerning the cruise line
industry note that this trend is expected to continue in the foreseeable future.
If this trend continues, the Company's ability to compete with these larger
operators may be substantially impaired.
Although the Company believes that the Universe Explorer offers the
only ocean-going accredited educational program, such as the Semester at Sea
program, this program competes for student passengers with operators of
land-based university programs, such as semesters abroad. Many of these
universities have substantially greater experience and resources than the
operators of the Semester at Sea program. In addition, the Semester at Sea
program competes for adult passengers with extended cruise providers, such as
freighters which offer passenger quarters. The Sea-Comm joint venture and
Sea-Comm's charter with Seawise expire on January 7, 2006; however, in the event
such programs are not successful, Seawise could cancel such charter upon 15
months written notice beginning in January 1999. In such event, the Company
would have to seek another use of this vessel. There can be no assurance that
the Company could successfully identify a profitable alternative for such
vessel.
4. AGE OF THE CRUISE SHIPS
The Enchanted Isle underwent an overhaul and refitting from August 1994
until December 1994. The Company completed a substantial overhaul on the
Universe Explorer in 1996 to prepare it for the Semester at Sea program. There
can be no assurance, however, that required drydock maintenance will be
completed in the future on a timely basis. Delays in completing future
maintenance may be caused by technical matters, strikes, acts of God, or
negligence. The Cruise Ships were built in 1958. Their age makes them
particularly susceptible to this risk. In the event of any such delay, the
Company would likely lose substantial revenue while such vessel was out of
service. Although the Company has obtained insurance to recover lost revenues
when either of the Cruise Ships is out of service due to a "covered event" for
more than 15 days, there can be no assurance that insurance proceeds will be
adequate to cover the Company's losses. "Covered events" are those events which
trigger coverage under the Company's hull and machinery insurance policy, such
as losses due to collision, crew negligence or mechanical breakdowns, other than
those due to ordinary wear and tear.
5. GOVERNMENT REGULATION
The Cruise Ships are registered in Panama, and are subject to
regulations issued by Panama, including regulations issued pursuant to
international treaties governing the safety of the ships and its passengers. The
country of registry will conduct periodic inspections to verify compliance with
these regulations. The United States Coast Guard periodically carries out Port
State control verification of the condition of the Cruise Ships and their
compliance with international and Panama regulations, as permitted under
international treaties. The Company believes that the Cruise Ships are in
substantial compliance with all applicable regulations and
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that they have the licenses necessary to conduct their business; however, there
can be no assurance that the Cruise Ships comply with all such regulations.
The Company is also subject to international treaties prohibiting ocean
dumping and to various U.S. laws and regulations relating to environmental
protection. Under such laws and regulations, the Company will be prohibited
from, among other things, discharging materials, such as petrochemicals and
plastics, into the waterways. The Company has obtained insurance against the
costs of environmental damage due to oil pollution occasioned at, or in transit
to, sea. However, the civil and criminal fines that may be imposed for
environmental damage or for illegal ocean dumping are not and cannot be insured
against and the Company remains exposed to this risk although the Company does
have and expects to continue regular training and to maintain established
procedures to prohibit and prevent the discharge or dumping of prohibited
substances. Although the financial costs relating to U.S. environmental laws and
regulations are not expected to have a material adverse impact on the Company's
results of operations, financial condition or liquidity, there can be no
assurance that an uninsured loss will not occur.
The Company believes that it is in substantial compliance with all
regulations applicable to the operation of the Cruise Ships and has the licenses
necessary to conduct its business; however, there can be no assurance thereof.
From time to time, legislation has been introduced and new regulations proposed
which could have an impact upon the Company's operations. During recent years,
the International Convention on Safety of Life at Sea ("SOLAS") has been amended
and required, among other things, most passenger vessels not fitted with
sprinkler systems to install such systems and other safety arrangements,
including smoke detection systems, low-location lighting and enclosed escape
stairwells, by October 1997. In the event a vessel met certain requirements
under SOLAS as amended through 1974, but without reference to any subsequent
amendments thereto ("SOLAS 1974"), as do the Cruise Ships, it was not required
to be fitted with a sprinkler system or to make other required safety
modifications until on or before October 1, 2005. The Cruise Ships are currently
in compliance with the October 1997 SOLAS requirements but are not fitted with
sprinkler systems. The cost of such installation is presently estimated to be
approximately $3,000,000 per vessel.
There have been efforts in prior Congresses to adopt bills that would
apply United States labor laws to nonresident alien crews of foreign registered
ships sailing from U.S. ports and to exclude certain foreign-built ships from
U.S. ports if they received construction subsidies of a particular type. With
respect to the ship construction subsidies, the Cruise Ships are U.S. built and
thus would be at risk to such legislation only if it were to apply to conversion
and maintenance work performed on the vessels in foreign countries. The
application of U.S. labor laws to foreign registered passenger ships would have
a very substantial impact on the cruise industry as a whole and the Company
cannot predict the implications on its operations. Such proposed legislation is
not presently under consideration by the 104th Congress, but there can be no
assurance that it will not be re-introduced.
-12-
<PAGE>
6. INTERNATIONAL FACTORS
The Company's itineraries typically include ports outside the U.S.
Thus, the Company and its business may be affected by the risks of doing
business abroad, including changes in foreign governments, foreign laws and
regulations, economic and political conditions, restrictions on currency
transfer, exchange fluctuations, currency devaluations, customs duties, tariffs,
import quotas and other possible adverse regulations, which could result in
increased costs, delayed or reduced revenues from foreign operations, adverse
effects on the Company's ability to generate revenue and other adverse
consequences.
7. NO DIVIDENDS
To date, the Company has not paid any dividends on its Common Stock and
does not expect to declare or pay dividends on the Common Stock in the
foreseeable future. The Loan documents and the terms of the Series A Preference
Shares contain additional restrictions on the Company's ability to pay a
dividend on the Common Stock.
8. JOINT VENTURE RISKS
Pursuant to the agreement governing the joint venture between the
Company and Seawise (the "Agreement"), Seawise has the right to terminate the
Agreement, and thus the Company's charter of the Universe Explorer for use in
the Semester at Sea and Alaska cruise programs, on 15 months' notice at any time
after January 14, 1999. During the Company's 1996 fiscal year, the Sea-Comm
joint venture earned approximately $286,000; however, during the Company's 1997
fiscal year the Sea-Comm joint venture lost approximately $2,840,000. In the
event Seawise terminates the Agreement, there can be no assurance that the
Company will find an acceptable alternate use for the Universe Explorer.
9. DAMAGE TO OR DESTRUCTION OF THE CRUISE SHIPS
The Company's profitability is dependent on the operation of the Cruise
Ships. If either of the Cruise Ships were to be damaged due to a hurricane,
storm, or other natural disaster or for some other reason, the Company's
operations could be terminated until such Cruise Ship was repaired or replaced.
Furthermore, such repairs or replacement could be delayed if funds are not
available to pay for such repairs or replacement. The Company maintains hull and
machinery insurance as well as increased value insurance on both the Universe
Explorer and the Enchanted Isle, as required by the terms of the Loan, as well
as loss of hire insurance to cover loss of revenues in certain situations.
Despite such insurance coverage, there can be no assurance that the insurance
proceeds will be sufficient to fully compensate the Company for its losses.
10. CERTAIN BUSINESS RISKS
The Company's operations may be adversely affected by numerous other
factors, including, among others, labor disturbances or strikes, either by
shipboard employees or land
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<PAGE>
based personnel (although none have occurred to date), government regulatory
orders or rules, or the failure of its reservations system. The Company's
activities will also be subject to risks generally associated with the operation
of a business, including changes in general and local economic conditions,
fiscal policies affecting the business and related industries, acts of God and
other factors which are beyond the control of the Company. Finally, the
Company's business will be faced with risks generally found in the cruise
business, such as fluctuations in the cost of fuel, claims for property damage
or personal injury to passengers or crew. The Company has obtained insurance to
protect it against these types of claims, but there can be no assurance that
such insurance will provide coverage for all types of claims or that the amount
of coverage will be sufficient in all cases.
11. TRADEMARK PROTECTION
The Company owns the Trademarks, which include Commodore Cruise Line
and the distinctive Commodore logo. The Company believes that the Trademarks are
widely recognized and have considerable value, of which no assurance can be
given. The Company has not yet recorded the transfer of certain of its foreign
Trademarks to it due to the substantial cost involved and the potentially
limited value of certain of such Trademarks. The Company is not aware of any
actions against its Trademarks and, to the Company's knowledge, no notice or
claim of infringement in respect of its Trademarks exists. There can be no
assurance that the Company's Trademarks do not violate the proprietary rights of
others, that they would be upheld if challenged, that the Company would not, in
such an event, be prevented from using the Trademarks or that its failure to
record the transfer of certain of its foreign Trademarks will not have an
adverse effect on the Company.
12. RELIANCE ON CURRENT MANAGEMENT
The Company's operations and future success are greatly dependent upon
certain members of its senior management, particularly the services of its
Vice-Chairman, Frederick A. Mayer; New Commodore's President, James R. Sullivan;
and New Commodore's Vice-President, Finance and Chief Financial Officer, Alan
Pritzker. Mr. Mayer has executed an employment agreement with New Commodore;
however, Mr. Sullivan and Mr. Pritzker are employed on a month-to-month basis.
The Company does not maintain key-man life insurance on any of their lives. The
termination of any of their employment or loss of any of their services for any
reason could have a significant adverse effect upon the Company's operations.
The Company's success is also dependent upon the ability of the Company
to hire and retain additional financial and marketing personnel. Competition for
qualified employees among cruise line companies is intense, and the inability to
attract, retain and motivate additional highly skilled employees, could
adversely affect the Company's business and prospects. There can be no assurance
that the Company will be able to retain its existing personnel or attract
additional qualified employees.
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<PAGE>
13. CONTROL BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
At the time of this Prospectus, the Company's officers and directors
own, in the aggregate, approximately 17.1% of the issued and outstanding shares
of Common Stock of the Company, excluding any Common Stock which may be issued
upon the exercise of the Company's outstanding stock options and warrants. Upon
the sale of all of the Shares offered hereby, Mr. Binder, the Chairman of the
Company, and Mr. Mayer, the Vice-Chairman of the Company, will beneficially own
approximately 22.2% and 5.5% of the outstanding Common Stock of the Company,
respectively, excluding any shares of Common Stock which may be issued upon the
exercise of certain outstanding stock options and warrants to purchase Common
Stock.
14. RIGHTS OF SECURITY HOLDERS UNDER BERMUDA LAW MAY BE LESS THAN
UNDER U.S. JURISDICTIONS
The Company's corporate affairs are governed by its Memorandum of
Association, Bye-laws, and the corporate law of Bermuda. Principles of law
relating to such matters as the validity of Company procedures, the fiduciary
duties of management and the rights of the Company's security holders may differ
from those that would apply if the Company were incorporated in a jurisdiction
within the United States. The rights of security holders under Bermuda law are
not as extensive as are the rights of security holders under the law or judicial
precedent in many United States jurisdictions. Thus, the holders of securities
of the Company may have more difficulty in protecting their interests from
actions by the Company's Board of Directors than they might have as security
holders of a company incorporated in many United States jurisdictions. In
addition, there is uncertainty whether the courts of Bermuda would enforce
judgments of the courts of the United States and of other foreign jurisdictions.
There is also uncertainty whether the courts of Bermuda would entertain actions
brought in Bermuda which are predicated upon the securities laws of the United
States. See "Description of Securities - Differences in Corporate Law."
15. AUTHORIZATION OF PREFERENCE SHARES
The Company's Bye-Laws authorize the issuance of 10,000,000 preference
shares, including 8,957,945 "blank check" preference shares with such
designations, rights and preferences as may be determined from time to time by
the Company's Board of Directors. Accordingly, the Board of Directors is
empowered, without stockholder approval, to issue additional preference shares
with dividend, liquidation, conversion, voting, or other rights which could
adversely affect the voting power or other rights of the holders of the Common
Stock. In the event of issuance, the preference shares could be utilized, under
certain circumstances, as a method of discouraging, delaying, or preventing a
change in control of the Company. The Company issued 1,000,000 Series A
Preference Shares to EffJohn (of which no shares are presently outstanding) in
connection with the Commodore Acquisition and 42,055 Series A Preference Shares
to EffJohn in partial payment of dividends (of which no shares are presently
outstanding).
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<PAGE>
16. TRADING MARKET FOR COMMON STOCK AND PUBLIC WARRANTS
The Company's Common Stock and Public Warrants are quoted on the Nasdaq
National Market. There currently are a relatively limited number of shares of
Common Stock and the Public Warrants in the hands of the public and a relatively
limited trading market for the Common Stock and the Public Warrants.
Consequently, purchasers of Shares or Public Warrants may have a limited ability
to dispose of their Shares or Public Warrants in the public market. Furthermore,
there can be no assurance that a more active trading market for the Common Stock
will develop or, if developed, that it would be sustained.
17. EFFECT OF OUTSTANDING STOCK OPTIONS AND WARRANTS
As of the date of this Prospectus, there are 500,000 shares of Common
Stock reserved for issuance upon the exercise of stock options under the Plan,
of which 362,000 options have been granted to date, and 2,934,666 shares of
Common Stock reserved for issuance upon the exercise of outstanding warrants
(including the Public Warrants). Exercise of any such options or warrants
(including the Public Warrants) could have an adverse effect on the terms upon
which the Company may be able to obtain additional equity, since the holders of
the options and warrants can be expected to exercise them at a time when the
Company would, in all likelihood, be able to obtain any needed capital on terms
more favorable to the Company than those provided in the options or warrants.
18. SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this Prospectus, approximately 1,942,725 shares of
Common Stock held by existing stockholders constitute "restricted securities,"
as that term is defined in Rule 144, promulgated under the Securities Act ("Rule
144"), and may only be sold if such shares are registered under the Securities
Act or sold in accordance with Rule 144 or another exemption from registration
under the Securities Act. Of the approximately 1,942,725 shares, 1,240,000
shares are owned by affiliates of the Company, as that term is defined under the
Securities Act. In general, under Rule 144, subject to satisfaction of certain
other conditions, a person, including an affiliate of the Company, who has
beneficially owned restricted shares of Common Stock for at least one year, is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class, or if the Common Stock is quoted on Nasdaq, the average weekly
trading volume during the four calendar weeks preceding the sale. A person who
has not been an affiliate of the Company for at least three months immediately
preceding the sale and who has beneficially owned the shares of Common Stock for
at least two years is entitled to sell such shares under Rule 144 without regard
to any of the volume limitations described above. Substantially all of the
Company's restricted shares of Common Stock are either eligible for sale
pursuant to Rule 144 or have been registered under the Securities Act for resale
by the holders thereof, which will permit the sale of such registered shares of
Common Stock in the open market or in privately negotiated transactions without
compliance with the requirements of Rule 144. No prediction can be made as to
the effect, if any, that sales of shares or the availability of such shares for
sale will have on the market prices prevailing from time to time. Nevertheless,
the possibility that
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<PAGE>
substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and the Public
Warrants and could impair the Company's ability to raise capital in the future
through the sale of equity securities.
19. NASDAQ MAINTENANCE REQUIREMENTS; POSSIBLE DE-LISTING OF
SECURITIES FROM NASDAQ SYSTEM; RISKS OF LOW-PRICED STOCKS
The Securities and Exchange Commission (the "Commission") has approved
rules imposing stringent criteria for the listing of securities on Nasdaq,
including standards for maintenance of such listing. The Common Stock is quoted
on the Nasdaq National Market; however, the Company still must meet certain
maintenance criteria. If the Company is unable to satisfy Nasdaq's maintenance
criteria in the future, its securities will be subject to being de-listed and
trading, if any, would thereafter be conducted in the over-the-counter market in
the so-called "pink sheets," or the "electronic bulletin board" of Nasdaq. As a
consequence of such de-listing, an investor could find it more difficult to
dispose of, or to obtain accurate quotations as to the price of, the Company's
securities.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The Commission recently
adopted regulations that generally define a penny stock to be any equity
security that has a market value of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on
Nasdaq, and any equity security issued by an issuer that has: (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years; (ii) net tangible assets of at least $5,000,000, if such issuer
has been in continuous operation for less than three years; or (iii) average
annual revenue of at least $6,000,000, for the last three years. Unless an
exception is available, the regulations require delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.
In addition, if the Company's securities are not quoted on Nasdaq, or
the Company does not have $2,000,000 in net tangible assets, trading in the
Common Stock would be covered by Rule 15g-9, promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for non-Nasdaq and
non-Exchange-listed securities. Under such Rule, broker-dealers who recommend
such securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
customer, and receive the purchaser's written agreement to a transaction prior
to sale. Securities are also exempt from this Rule if the market price is at
least $5.00 per share.
Although the Company's Common Stock is, as of the date of this
Prospectus, outside the definitional scope of the penny stock rules, as it is
quoted on Nasdaq, in the event the Common Stock was subsequently to become
characterized as a penny stock, the market liquidity for the Company's
securities could be severely affected. In such an event, the regulations on
penny stocks could limit the ability of broker-dealers to sell the Company's
securities, and thus the ability of purchasers of the Company's securities to
sell their securities in the secondary market.
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<PAGE>
20. REQUIREMENTS TO EXERCISE PUBLIC WARRANTS; ADVERSE EFFECT OF
REDEMPTION OF PUBLIC WARRANTS
The Public Warrants were tradeable upon issuance. Although the Public
Warrants were not knowingly sold to purchasers in jurisdictions in which the
Public Warrants were not registered or otherwise qualified for sale, purchasers
may buy Public Warrants in the aftermarket who so reside in or move to
jurisdictions in which the securities underlying the Public Warrants were not so
registered or qualified during the period that the Public Warrants are
exercisable. In this event, the Company would be unable to issue securities to
those persons desiring to exercise their Public Warrants unless and until the
underlying securities could be qualified for sale in the jurisdictions in which
such purchasers reside, or an exemption to such qualification exists in such
jurisdictions. No assurance can be given that the Company will be able to effect
any such required registration or qualification.
Additionally, holders of the Public Warrants will be able to exercise
Public Warrants only if a current prospectus relating to the securities
underlying the Public Warrants is then in effect under the Securities Act and
such securities are qualified for sale or exempt from qualification under the
applicable securities or "blue sky" laws of the states in which the various
holders of the Public Warrants then reside. Although the Company has undertaken
to use reasonable efforts to maintain the effectiveness of a current prospectus
covering the securities underlying the Public Warrants, there can be no
assurance that the Company will be able to do so. The value of the Public
Warrants may be greatly reduced if a current prospectus covering the securities
issuable upon the exercise of the Public Warrants is not kept effective or if
such securities are not qualified or exempt from qualification in the states in
which the holders of the Public Warrants then reside.
The Public Warrants are also subject to redemption by the Company on at
least 25 days' prior written notice if the closing bid price of the Common Stock
for 20 consecutive business days ending not more than 15 days prior to the date
any redemption notice exceeds $9.00 per share. If the Public Warrants are
redeemed, holders of Public Warrants will lose their right to exercise the
Public Warrants, except during such 25-day notice of redemption period. Upon the
receipt of a notice of redemption of the Public Warrants, the holders thereof
would be required to exercise the Public Warrants and pay the exercise price at
a time when it may be disadvantageous for them to do so; sell the Public
Warrants at the then market price (if any) when they might otherwise wish to
hold the Public Warrants; or accept the redemption price, of $.05 per Public
Warrant, which is likely to be substantially less than the market value of the
Public Warrants at the time of redemption. See "Description of Securities -
Public Warrants."
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<PAGE>
USE OF PROCEEDS
The Company will receive no proceeds from the sale of any of or all of
the Shares being offered by the Selling Stockholders hereunder, but may receive
an aggregate of approximately $3,449,992 upon the exercise of the Warrants. Such
proceeds, if any, will be used for working capital and other corporate purposes.
Expenses to be incurred by the Company in connection with the
registration of the Shares and Public Warrants are estimated at approximately
$40,000.
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<PAGE>
SELLING STOCKHOLDERS
The Company has been advised by the Selling Stockholders that, except
as indicated below, none of the Selling Stockholders has or had a position,
office or other material relationship with the Company or any of its affiliates
within the past three years. The following table sets forth certain information
with respect to the beneficial ownership of the Company's Common Stock by each
Selling Stockholder as of July 8, 1998, without giving effect to the offering,
and as adjusted to reflect the sale of all the Shares offered by the Selling
Stockholders hereunder. Unless otherwise stated, all shares are held with sole
investment and voting power.
<TABLE>
<CAPTION>
SHARES
BENEFICIAL OWNERSHIP BEING BENEFICIAL OWNERSHIP
PRIOR TO OFFERING OFFERED AFTER THE OFFERING(1)
---------------------- ------- ---------------------
SELLING STOCKHOLDERS NUMBER PERCENT NUMBER PERCENT
-------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Etablissement Asamar, Ltd. 100,000 1.4% 100,000 0 0%
Flam, Robert 100 * 100 0 0%
Greater Atlantic Casinos, Ltd. 25,000 * 25,000 0 0%
JeMJ Financial Services, Inc.(2) 440,000 6.1% 440,000 0 0%
Koutcher, Martin on behalf of the 1,250 * 1,250 0 0%
Koutcher-Ginsberg Pension Plan
Linsker, Rita 12,500 * 12,500 0 0%
Mayer, Frederick(3) 300,000 4.1% 200,000(4) 125,000(5) 1.4%
Miller, Marc 12,500 * 12,500 0 0%
Miller, Robert A. 3,125 * 3,125 0 0%
Muhlgeier, Jeffrey 6,250 * 6,250 0 0%
Staller, Jerome M. 4,500 * 4,500 0 0%
</TABLE>
<TABLE>
<CAPTION>
SELLING STOCKHOLDERS
(SHARES OF COMMON STOCK BENEFICIAL OWNERSHIP BEING BENEFICIAL OWNERSHIP
UNDERLYING WARRANTS) PRIOR TO OFFERING OFFERED AFTER THE OFFERING
---------------------- ------------------------- ------ --------------------
NUMBER PERCENT NUMBER PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Binder, Jeffrey I., 2,047,577 24.5% 1,090,910(4) 516,667(5) 5.6%
Rosalie G. and
JeMJ Financial Services, Inc.(6)
Mayer, Frederick(3) 525,000 7.0% 200,000(4) 25,000(5) *%
</TABLE>
- --------------------
* Less than 1% of the Common Stock.
(1) Assumes that all Shares are sold pursuant to this offering and that no
other shares of Common Stock are acquired or disposed of by the Selling
Stockholders prior to the termination of this offering. Because the
Selling Stockholders may sell all, some, or none of their Shares or may
acquire or dispose of other shares of Common Stock, no reliable estimate
can be made of the aggregate number of Shares that will be sold pursuant
to this offering or the number or percentage of shares of Common Stock
that each Selling Stockholder will own upon completion of this offering.
(2) JeMJ Financial Services, Inc. is controlled by Jeffrey I. Binder, the
Chairman of the Board of the Company. This amount excludes warrants to
purchase 545,455 shares of Common Stock owned by JeMJ Financial Services,
Inc. being offered and listed elsewhere herein.
(3) Frederick Mayer is the Vice-Chairman of the Board and Chief Executive
Officer of the Company.
(4) Excludes shares of Common Stock being offered and listed elsewhere
herein.
(5) This amount assumes the sale of shares of Common Stock being offered and
listed elsewhere herein.
(6) Jeffrey I. Binder is the Chairman of the Board of the Company. This
amount includes 440,000 shares of Common Stock and warrants to purchase
545,455 shares of Common Stock owned by JeMJ Financial Services, Inc., an
affiliate of Mr. Binder. This amount also includes warrants to purchase
545,455 shares of Common Stock owned by Mr. and Mrs. Binder.
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<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that they may from
time to time sell all or a portion of the Shares offered hereby in one or more
transactions on the Nasdaq National Market or on any other exchange on which the
Common Stock may then be listed, in privately negotiated transactions or
otherwise, or in a combination of such methods of sale, at market prices
prevailing at the time of sale or prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
the Shares for whom they may act as agent (which compensation may be in excess
of customary commissions). The Selling Stockholders and any participating
broker-dealers may be deemed to be "underwriters" as defined in the Securities
Act. Neither the Company nor the Selling Stockholders can estimate at the
present time the amount of commissions or discounts, if any, that will be paid
by the Selling Stockholders on account of their sales of the Shares from time to
time. The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the Securities Act.
The holders of the Public Warrants may sell the Public Warrants in one
or more transactions on the Nasdaq National Market or on any other exchange on
which the Public Warrants may then be listed, in privately negotiated
transactions or otherwise, or in a combination of such methods of sale, at
market prices prevailing at the time of sale or prices related to such
prevailing market prices or at negotiated prices.
Under the securities laws of certain states, the Shares and the Public
Warrants may be sold in such states only through registered or licensed
broker-dealers or pursuant to available exemptions from such requirements. In
addition, in certain states the Shares and the Public Warrants may not be sold
therein unless the Shares and the Public Warrants have been registered or
qualified for sale in such state or an exemption from such requirement is
available and is complied with.
The Company shall bear all fees and expenses incurred in connection
with the preparation and filing of this Registration Statement, estimated to be
approximately $40,000, including the Company's legal and accounting fees,
printing, and blue sky fees and expenses in up to five states. The Company will
not, however, be liable for any commissions or discounts (including
non-accountable expense allowances) to any underwriter or broker in connection
with the sale of Shares or Public Warrants, if any, or the fees or expenses of
any counsel, accountants or other professionals separately retained by the
Selling Stockholders or the holders of the Public Warrants. The Company has
agreed to indemnify the Selling Stockholders, their respective directors,
officers, agents and representatives, and any underwriters, against certain
liabilities, including certain liabilities under the Securities Act.
The Selling Stockholders, holders of the Public Warrants and other
persons participating in the distribution of the Shares and/or Public Warrants
offered hereby are subject to the applicable requirements of Regulation M
promulgated under the Exchange Act in connection with sales of the Shares.
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<PAGE>
DESCRIPTION OF SECURITIES
GENERAL
The Company is a Bermuda "exempted company," which means that it is
exempt from the requirement of the Companies Act that "local" companies be at
least 60% owned and controlled by Bermudians. The following summary is a
description of the material provisions of the Company's Memorandum of
Association ("Memorandum of Association") and Bye-laws which relate to its
securities. Such summary does not purport to be complete and is subject to, and
is qualified in its entirety by, all of the provisions of the Memorandum of
Association and Bye-laws, including the definitions therein of certain terms.
The Company's authorized capital stock consists of 100,000,000 shares
of Common Stock, par value $.01 per share, and 10,000,000 shares of Preferred
Stock, par value $.01 per share (the "Preference Shares"). As of the date of
this Prospectus, 7,261,488 shares of Common Stock and no shares of Preference
Shares were outstanding. The transfer agent and registrar for the Common Stock
is American Stock Transfer & Trust Company.
COMMON STOCK
The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the shares who vote in the election of directors can elect all of
the directors. Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors of the Company
out of funds legally available therefor and after payments to holders of the
Series A Preference Shares and any other series of preferred stock outstanding.
Upon the liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to receive ratably the net assets of the Company after
payment of all debts and liabilities and payments to holders of the Company's
outstanding preferred stock, if any. Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights.
The Company's Bye-laws provide that the quorum required for a meeting
of stockholders is stockholders representing more than 50% of the total votes
able to be cast. An amalgamation of the Company, which includes a merger or
consolidation, requires the approval of stockholders representing more than 50%
of the total votes cast at a meeting at which a quorum is established. The
Company's Bye-laws further provide that the approval of stockholders
representing more than 50% of the total votes able to be cast is required to
amend the Memorandum of Association and Bye-laws with respect to certain
matters, including, without limitation, the voting provisions and other matters
set forth above.
The outstanding shares of Common Stock are, and the Shares, when issued
and paid for, will be, fully paid and non-assessable. As of the date of this
Prospectus, there were 7,261,488 shares of Common Stock outstanding held by 57
stockholders of record.
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<PAGE>
PUBLIC WARRANTS
As part of the Company's initial public offering of its securities in
July 1996, the Company issued an aggregate of 1,150,000 Public Warrants to
purchase up to an aggregate of 575,000 shares of Common Stock. The Public
Warrants are exercisable only in pairs, with each two Public Warrants entitling
the registered holder to purchase one share of Common Stock. The Public Warrants
were issued pursuant to an agreement (the "Public Warrant Agreement") between
the Company and Stock Trans, Inc., as warrant agent (the "Public Warrant
Agent"). In July 1998, American Stock Transfer & Trust Company assumed the role
of Public Warrant Agent. The following discussion of the material terms and
provisions of the Public Warrants is qualified in its entirety by reference to
the detailed provisions of the Public Warrant Agreement and the Public Warrant
certificates, the forms of which were filed as an exhibit to the Company's
Registration Statement.
Each two Public Warrants entitle the holder to purchase one share of
Common Stock at a current exercise price of $5.68 per share. The Public Warrants
may be exercised at any time until they expire on July 15, 2001. The Public
Warrants may be redeemed by the Company at any time, commencing one year after
the date of this Prospectus, at a redemption price of $.05 per Public Warrant
upon 25 days prior written notice, provided the average closing bid price of the
Common Stock for 20 consecutive trading days ending not more than 15 days prior
to the date of any redemption notice is in excess of $9.00 per share. Public
Warrant holders shall have exercise rights until the close of the business day
preceding the date fixed for redemption.
In order for a holder to exercise a Public Warrant, and as required in
the Public Warrant Agreement, there must be a current registration statement on
file with the Commission pertaining to the shares of Common Stock underlying the
Public Warrants, and such shares must be registered or qualified for sale under
the securities laws of the state in which such Public Warrant holder resides or
such exercise must be exempt from registration in such state. At present, the
Registration Statement covering the shares underlying the Public Warrants is not
current because the Public Warrants are "out of the money." Until such time as
the Company's post-effective amendment to the Registration Statement is declared
effective by the Commission, the Public Warrants will not be exercisable.
Holders of the Public Warrants are protected against dilution upon the
occurrence of certain events, including, but not limited to the issuance of any
Common Stock or other securities convertible or exercisable for Common Stock at
a price per share less than the exercise price or the market price of the Common
Stock, or in the event of any stock dividend, stock split, reclassification,
recapitalization, stock combination or similar transaction. As a result of the
occurrence of certain such events, the total number of Public Warrants
outstanding has increased from 1,150,000 to 1,214,786. However, holders of the
Public Warrants do not have voting rights and are not entitled to dividends. In
the event of liquidation, dissolution or winding up of the Company, holders of
Public Warrants are not entitled to participate in any distribution of the
Company's assets.
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The purchase price payable upon exercise of the Public Warrants is to
be paid in lawful money of the United States. The Company is not required to
issue certificates representing fractions of shares of Common Stock upon the
exercise of Public Warrants, but with respect to any fraction of a share, it
will make payment in cash based upon the market price of the Common Stock as
determined by the Public Warrant Agent.
PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of preferred
stock. The Bye-laws authorize the Board of Directors (without stockholder
approval), among other things, to issue such preferred stock, with such rights
and limitations as the Board of Directors may subsequently determine. Among
other designations, the Board of Directors may determine (i) the dividend rate
and conditions and the dividend preferences, if any; (ii) whether dividends
would be cumulative and, if so, the date from which dividends on such series
would accumulate; (iii) whether, and to what extent, the holders of such series
would enjoy voting rights, if any, in addition to those prescribed by law; (iv)
whether, and upon what terms, such series would be convertible into or
exchangeable for shares of any other class of capital stock or other series of
preferred shares; (v) whether, and upon what terms, such series would be
redeemable; (vi) whether or not a sinking fund would be provided for the
redemption of such series and if so, the terms and conditions thereof, and (vii)
the preference, if any, to which such series would be entitled in the event of
voluntary or involuntary liquidation, dissolution or winding up of the Company.
Any particular series of preferred shares may rank junior to, on a parity with
or senior to any other class of the Company's capital stock, including any other
series of preferred shares. Thus, the Board of Directors, without the approval
of the holders of Common Stock, could authorize the issuance of a series of
preferred shares with voting, conversion and other rights that could affect the
voting power and other rights of the holders of Common Stock or that could have
the effect of delaying, deferring or preventing a change in control of the
Company.
CONVERTIBLE SUBORDINATED DEBENTURES
In December 1997, the Company issued 21.5 units, with each unit
consisting of $100,000 in face value of Debentures, as part of the sale of units
in the December 1997 Private Offering.
The Debentures mature on December 31, 2002 (the "Maturity Date").
Interest accrues at 7% per annum from the date of issuance of the Debentures
until the earlier of conversion into Common Stock or the Maturity Date, payable
quarterly in arrears, on December 31, March 31, June 30 and September 30 of each
year, to holders on record at the close of business on December 15, March 15,
June 15 and September 15, respectively, preceding the next interest payment
date, commencing on March 31, 1998. The Debentures are subordinated in right of
payment to all existing and future debt of the Company. The quarterly interest
payment is presently $37,625, which interest may be paid in cash, capitalized or
paid in shares of Common Stock based on the average closing bid price of the
Common Stock for the five trading days immediately preceding the interest
payment date.
The Debenture(s) are convertible by the holder(s) thereof into the
Company's Common Stock at any time prior to the close of business on the
Maturity Date. In addition, the Company
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has the right to demand conversion of the Debentures if the average closing sale
price of the Company's Common Stock as reported on Nasdaq equals or exceeds
$4.50 for 20 trading days during any 30-day trading period. The conversion price
is equal to the average closing sale price for the Common Stock as reported on
Nasdaq for the five trading days (the "Average Closing Sale Price") immediately
preceding the date the holder of such Debentures gives the Company notice of
conversion, but in no event less than USD$3.13, and in no event more than
USD$4.00. The Company is obligated to reserve a sufficient number of shares of
Common Stock for issuance upon conversion of the Debentures.
On approximately May 18, 1998, the Company notified all holders of
Debentures that it was exercising its right to demand conversion of the
Debentures into Common Stock effective as of May 18, 1998. The Company
registered the sale of the Debenture Shares pursuant to a registration statement
which was declared effective by the Commission on May 11, 1998.
DIFFERENCES IN CORPORATE LAW
The Companies Act 1981, as amended (the "Companies Act"), of Bermuda
differs in certain respects from laws generally applicable to U.S. corporations
and their stockholders. Set forth below is a summary of certain material
provisions of the Companies Act (including any modifications adopted pursuant to
the Company's Bye-laws) applicable to the Company, which differ in certain
respects from provisions of Delaware corporate law. The comparison of the
Companies Act to Delaware law provides only a basis of comparison and in no way
means that the corporate law of Delaware is the same as that of other U.S.
states. The following statements are summaries of some of the provisions of the
Companies Act, and do not purport to deal with all aspects of Bermuda law that
may be relevant to the Company and its stockholders. See "Risk Factors - Rights
of Security Holders Under Bermuda Law May Be Less Than Under U.S.
Jurisdictions."
INTERESTED DIRECTORS. The Bye-laws provide that any transaction entered
into by the Company in which a director has an interest is not voidable by the
Company nor can such director be liable to the Company for any profit realized
pursuant to such transaction provided the nature of the interest is disclosed at
the first opportunity: (i) at a meeting of directors or in writing to the
directors, and (ii) to the Company's auditors, upon their request. Under
Delaware law no such transaction would be voidable if (i) the material facts as
to such interested director's relationship or interests are disclosed or are
known to the board of directors and the board in good faith authorizes the
transaction by the affirmative vote of a majority of the disinterested
directors, (ii) such material facts are disclosed or are known to the
stockholders entitled to vote on such transaction and the transaction is
specifically approved in good faith by vote of the stockholders or (iii) the
transaction is fair as to the corporation as of the time it is authorized,
approved or ratified.
LOANS TO DIRECTORS. The Companies Act generally forbids loans to
directors without the prior approval of stockholders who hold 90% of the Common
Stock of the Company at a general meeting of stockholders. Delaware law does not
contain a similar provision.
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MERGERS AND SIMILAR ARRANGEMENTS. The Company may acquire the business
of another Bermuda company similarly exempt from Bermuda taxes or a company
incorporated outside Bermuda and carrying on such business when it is within the
objects of its Memorandum. The Company may "amalgamate" (merge or consolidate)
with another Bermuda company or a foreign corporation if such amalgamation is
approved by the board of directors and the holders of a majority of the Common
Stock at a meeting at which a quorum is established. While a dissenting
stockholder may have the right to express to a Bermuda court his view that the
transaction sought to be approved would not provide the stockholders with the
fair value of their shares, the court ordinarily would not disapprove the
transaction on such ground absent evidence of fraud or bad faith. The Bermuda
court would, however, assess the fair value of such dissenting stockholder's
Common Stock, and the dissenting stockholder would be entitled to receive this
amount, in cash, in lieu of the consideration such dissenting stockholder would
otherwise receive in the transaction. Under Delaware law, with certain
exceptions, any merger, consolidation or sale of all or substantially all the
assets of a corporation must be approved by the board of directors and a
majority of the outstanding shares entitled to vote. Under Delaware law, a
stockholder of a corporation participating in certain major corporate
transactions may, under varying circumstances, be entitled to appraisal rights
pursuant to which such stockholder may receive cash in the amount of the fair
market value of the shares held by such stockholder (as determined by a court or
by agreement of the corporation and the stockholder) in lieu of the
consideration such stockholder would otherwise receive in the transaction.
Delaware law does not provide stockholders of a corporation with voting or
appraisal rights when the corporation acquires another business through the
issuance of its stock or other consideration (i) in exchange for the assets of
the business to be acquired, (ii) in exchange for the outstanding stock of the
corporation to be acquired or (iii) in a merger of the corporation to be
acquired with a subsidiary of the acquiring corporation.
TAKEOVERS. Bermuda law provides that where an offer is made for shares
of another company and, within four months of the offer the holders of not less
than 90% of the shares which are the subject of the offer accept, the offeror
may by notice require the nontendering stockholders to transfer their shares on
the terms of the offer. Dissenting stockholders may apply to the court within
one month of the notice objecting to the transfer. The burden is on the
dissenting stockholders to show that the court should exercise its discretion to
enjoin the required transfer, which the court will be unlikely to do unless
there is evidence of fraud or bad faith or collusion as between the offeror and
the holders of the shares who have accepted the offer as a means of unfairly
forcing out a minority stockholder. Delaware law provides that a parent
corporation, by resolution of its board of directors and without any stockholder
vote, may merge with any 90% or more owned subsidiary. Upon any such merger,
dissenting stockholders of the subsidiary would have appraisal rights.
ACQUISITION OF MINORITY SHARES. The holders of at least 95% of the
Common Stock (the "Majority Stockholders") may force the holders of 5% or less
of the Common Stock (the "Remaining Stockholders") to sell their Common Stock to
the Majority Stockholders under Bermuda law. If the Remaining Stockholders are
dissatisfied with the price offered by the Majority Stockholders, they may apply
to a Bermuda court for an appraisal of their shares. The appraisal is binding on
the Remaining Stockholders.
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<PAGE>
STOCKHOLDER'S SUIT. Class action and derivative actions are generally
not available to stockholders under the laws of Bermuda. However, the Bermuda
courts ordinarily would be expected to follow English case law precedent, which
would permit a stockholder to commence an action in the name of the Company to
remedy a wrong done to the Company where the act complained of is alleged to be
beyond the corporate power of the Company or is illegal or would result in the
violation of the Memorandum and Bye-laws. Furthermore, consideration would be
given by the court to acts that are alleged to constitute a fraud against the
minority stockholders or where an act requires the approval of a greater
percentage of the Company's stockholders than actually approved it. The winning
party in such an action generally would be able to recover a portion of its
attorneys' fees incurred in connection with such action. Class actions and
derivative actions generally are available to stockholders under Delaware law
for, among other things, breach of fiduciary duty, corporate waste and actions
not taken in accordance with applicable law. In such actions, the court has
discretion to permit the winning party to recover attorneys' fees incurred in
connection with such action.
INDEMNIFICATION OF DIRECTORS. The Company has agreed to indemnify its
directors or officers in their capacity as such in respect of any loss arising
or liability attaching to them by virtue of any rule of law in respect of any
negligence, default, breach of duty or breach of trust of which a director or
officer may be guilty in relation to the Company other than in respect of his
own wilful default, wilful neglect, fraud or dishonesty. Under Delaware law, a
corporation may adopt a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for breaches of the director's
duty of loyalty, for acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, for improper payment of
dividends or for any transaction from which the director derived an improper
personal benefit. Delaware law has provisions and limitations similar to Bermuda
regarding indemnification by a corporation of its directors or officers, except
that under Delaware law the statutory rights to indemnification may not be as
limited. Both Bermuda and Delaware law allow a company to obtain directors and
officers liability insurance. The Company has not yet decided whether it will
purchase such insurance.
INSPECTION OF CORPORATE RECORDS. Members of the general public have the
right to inspect the public documents of the Company available at the office of
the Registrar of Companies in Bermuda which will include the Memorandum
(including its objects and powers) and any alteration to the Memorandum and
documents relating to an increase or reduction of authorized capital. The
stockholders have the additional right to inspect the Bye-laws, minutes of
general meetings and audited financial statements of the Company, which must be
presented to the annual meeting of stockholders. The register of stockholders of
the Company is also open to inspection by stockholders without charge, and to
members of the public for a fee. The Company is required to maintain its share
register in Bermuda but may establish a branch register outside of Bermuda. The
Company is required to keep at its registered office a register of its directors
and officers which is open for inspection by members of the public without
charge.
WARRANTS. Under the provisions of the Companies Act, it is unlawful for
any company to issue "bearer" shares of stock, which are defined as shares that
may be transferred by delivery
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of the warrant or certificate relating thereto. The term "warrant" is used in
Bermuda law only in this bearer stock context. Accordingly, under Bermuda law,
any reference to "warrant" must be construed as an option, which is an
instrument entitling the holder to subscribe to the Common Stock in accordance
with the terms of the instrument. References herein to either the Binder Warrant
or the Broker Warrants should not be construed as enabling the underlying Common
Stock to be transferred upon delivery of such certificate alone.
"ANTI-TAKEOVER" PROVISIONS
Although the Board of Directors is not presently aware of any takeover
attempts, the Bye-laws of the Company contain certain provisions which may be
deemed to be "anti-takeover" in nature in that such provisions may deter,
discourage or make more difficult the assumption of control of the Company by
another corporation or person through a tender offer, merger, proxy contest or
similar transaction or series of transactions. These provisions were adopted
unanimously by the Board of Directors and approved by the stockholders of the
Company.
AUTHORIZED BUT UNISSUED SHARES. The Company has authorized 100,000,000
shares of Common Stock and 10,000,000 shares of preferred stock. These shares of
Common Stock were authorized for the purpose of providing the Board of Directors
of the Company with as much flexibility as possible to issue additional shares
for proper corporate purposes including equity financing (including the proposed
public offering of which no assurance can be made that it will be completed),
acquisitions (including the Commodore Acquisition), stock dividends, stock
splits, the Plan, stock options (including the Binder Option and the Broker
Warrants), and other purposes. The Company has no agreements, commitments or
plans at this time for the sale or use of the additional shares of Common Stock
or preferred stock. The issuance of shares of preferred stock may have an
adverse effect on the Company's stockholders. Stockholders of the Company do not
have preemptive rights with respect to the purchase of these shares. Therefore
such issuance could result in a dilution of voting rights and book value per
share as to Common Stock of the Company. See "Business - Commodore Acquisition"
and "Description of Securities - Series A Preference Shares."
NO CUMULATIVE VOTING. The Company's Bye-laws do not contain any
provisions for cumulative voting. Cumulative voting entitles stockholders to as
many votes as equal the number of shares owned by such holder multiplied by the
number of directors to be elected. A stockholder may cast all these votes for
one candidate or distribute them among any two or more candidates. Thus,
cumulative voting for the election of directors allows a stockholder or group of
stockholders who hold less than 50% of the outstanding shares voting to elect
one or more members of a Board of Directors. Without cumulative voting for the
election of directors, the vote of holders of a plurality of the shares voting
is required to elect any member of a Board of Directors and would be sufficient
to elect all the members of the board being elected.
CLASSIFIED BOARD OF DIRECTORS. The Board of Directors is divided into
three classes. One class holds office initially for a term expiring at the
annual meeting of stockholders to be held in 1999, a second class holds office
for a term expiring at the annual meeting of stockholders to be held in 2000 and
a third class holds office for a term expiring at the annual meeting of
stockholders to be held in 2001. Approximately one-third of the total number of
directors will
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serve as members of each such class. As a result, it would take a person who
wanted to gain control of the Company a minimum of two annual meetings of
stockholders before he could gain control of the Company's Board of Directors.
STOCKHOLDER RIGHTS PLAN. In addition to the foregoing, the Company's
Board of Directors recently approved a stockholder rights plan, subject to the
advice of an investment banker with respect to certain aspects of such plan.
Such plans, commonly referred to as "poison pills," are designed to encourage
potential acquirors of a company to proceed on a friendly basis by negotiating
with management rather than on a hostile basis. Rights plans are intended to
impede certain transactions which the board determines are unfair to
stockholders. Although there are several types of stockholder rights plans, the
most common type involves the issuance to stockholders of a right to purchase
securities, which when exercised by stockholders other than the acquiror,
results in substantial dilution to the acquiror. Such a stockholder rights plan
may be adopted by the Board of Directors of the Company without stockholder
approval. Such plans typically require the issuance of rights to all investors
who purchase common stock of a company during the term of the plan.
GENERAL EFFECT OF ANTI-TAKEOVER PROVISIONS. The overall effect of these
provisions may be to deter a future tender offer or other takeover attempt that
some stockholders might view to be in their best interest as the offer might
include a premium over the market price of the Company's Common Stock at that
time. In addition, these provisions may have the effect of assisting the
Company's current management in retaining its position and place it in a better
position to resist changes which some stockholders may want to make if
dissatisfied with the conduct of the Company's business.
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LEGAL MATTERS
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for the Company by Richards, Francis &
Francis, Cedarpark Centre, 48 Cedar Avenue, Hamilton HM11, Bermuda.
EXPERTS
The financial statements of the Company from April 13, 1995 (date of
inception) through September 30, 1997, which are incorporated by reference in
this Prospectus from the Company's Annual Report on Form 10-K for the year ended
September 30, 1997, have been audited by Grant Thornton LLP, independent
certified public accountants, as indicated in its report with respect thereto,
and are incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing. The combined financial statements of the S/S
Enchanted Seas and the S/S Enchanted Isle (operating units of EffJohn
International B.V.) for the period from January 1, 1995 through July 14, 1995,
are set forth in the Company's Annual Report on Form 10-K, which is incorporated
by reference in this Prospectus, in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, as indicated in its
report thereto, and incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing.
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus in connection with the offering made hereby, and
any information or representation not contained or incorporated herein must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Shares and Public Warrants described in the cover page
hereof, or an offer to sell or a solicitation of an offer to buy the Shares and
Public Warrants offered hereby in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
-----------------
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION..............................................2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE...........................................2
THE COMPANY........................................................4
FORWARD-LOOKING STATEMENTS.........................................8
RISK FACTORS.......................................................9
USE OF PROCEEDS...................................................19
SELLING STOCKHOLDERS..............................................20
PLAN OF DISTRIBUTION..............................................21
DESCRIPTION OF SECURITIES.........................................22
LEGAL MATTERS.....................................................30
EXPERTS...........................................................30
2,703,528 Shares
1,214,786 Public Warrants
COMMODORE HOLDINGS
LIMITED
Common Stock
and
Public Warrants
-----------------
PROSPECTUS
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July 30, 1998
