<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1997
Registration Statement No. ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
PACIFIC CHEMICAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 2821 22-2894444
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation) Classification Code Number) Number)
</TABLE>
<TABLE>
<S> <C>
Pacific Chemical, Inc. J. S. Pan, CFO
745 Alexander Road Pacific Chemical, Inc.
Princeton, New Jersey 08540 c/o S. L. Chen & Associates
Telephone: (609)514-1600 805 Third Avenue
(Address, including zip code, and telephone number, New York, New York 10022
including area code, of registrant's principal executive (212) 832-7000
offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
----------
Copies To:
Oscar D. Folger, Esq.
521 Fifth Avenue
New York, New York 10175
Telephone: (212)697-6464
Telecopier: (212)697-7833
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement depending on market
conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed Maximum Amount of
Title of Each Class of Securities Amount Being Maximum Offering Aggregate Offering Registration
Being Registered Registered Price per Share (1) Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,325,398 $13.375 $31,102,198 $9,424.91
==============================================================================================================
</TABLE>
(1) Estimated for purposes of computing the registration fee pursuant to Rule
457(c) at $13.375 per share based upon the average of the closing bid and asked
prices of $13.125 and $13.625 respectively, on August 28, 1997.
-----------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
----------------------
<PAGE>
PROSPECTUS
----------
PACIFIC CHEMICAL, INC.
2,325,398 Shares of Common Stock
--------------------------------
This Prospectus relates to an aggregate of 2,325,398 shares of Common
Stock of Pacific Chemical, Inc. (the "Company"), par value $.001 per share (the
"Common Stock"). This Prospectus does not relate to the sale or issuance by the
Company of any securities. Any securities will be offered for the respective
accounts of the Selling Security Holders, who either currently own Common Stock
or who will acquire Common Stock upon exercise of warrants or options which are
owned by them. See "Selling Security Holders." The Company will receive the
exercise prices payable upon such exercises. However, the Company will not
receive any proceeds from the sale of the shares of Common Stock by the Selling
Security Holders. The Company has been advised by the Selling Security Holders
that there are no underwriting arrangements with respect to the sale of the
Common Stock, that the Common Stock will be sold from time to time in the
over-the-counter market at then prevailing prices and in private transactions at
negotiated prices, and that usual and customary brokerage fees, if any, will be
paid by the Selling Security Holders in connection therewith.
The Company's Common Stock is traded on the Nasdaq Small-Cap Market
under the symbol CPTA. As reported by Nasdaq for August 28, 1997, the closing
price for the Company's Common Stock was $13.50.
---------------------
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
---------------------
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.
---------------------
================================================================================
Price to Underwriting Discounts Proceeds to Selling
Public (1) and Commissions Security Holders(1)
---------- --------------- -------------------
Per Share ...... -0-
--------------------------------------------------------------
================================================================================
(1) Not determinable at present time.
The date of this Prospectus is September __, 1997.
<PAGE>
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, registration statements, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C., and at the Commission's Regional
Offices: Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois; 7 World Trade Center, New York, New York, and Suite 500, 5757
Wilshire Boulevard, Los Angeles, California, and with respect to registration
statements, Suite 788, 1375 Peachtree Street, Atlanta, Georgia. Copies of such
materials can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, and can
also be accessed electronically through the Commission's Web site at
http://www.sec.gov.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in the Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates). Such request
should be directed to the Secretary, Pacific Chemical, Inc., c/o S. L. Chen &
Associates, 805 Third Avenue, New York, New York 10022.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN
OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER
OR SALE MADE HEREUNDER AT ANY TIME SHALL IMPLY THAT THE INFORMATION
PROVIDED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
2
<PAGE>
THE COMPANY
Pacific Chemical, Inc. (the "Company") owns 51% of a joint venture in
the People's Republic of China ("PRC"), Jinan Dayang Chemical Fibre Corporation
(the "Joint Venture"). The Company's principal asset is its 51% interest in the
Joint Venture. The other 49% of the Joint Venture is owned by Jinan Chemical
Fibre Corporation ("JCF"). The Joint Venture has succeeded to the business of
manufacturing and sale of purified terephthalic acid ("PTA") conducted by JCF's
No. 1 Plant in Jinan, PRC. The No. 1 Plant is principally engaged in the
manufacture of PTA for further processing by other production units of JCF into
polyester chip, film, staple and filament.
The Company was incorporated under the laws of the State of Delaware on
May 5, 1988 under the name Bureau of Electronic Publishing, Inc.. In June 1997,
its name was changed to Pacific Chemical, Inc. The executive offices of the
Company are located at 745 Alexander Road, Princeton, New Jersey 08540 and its
telephone number is (609) 514-1600.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN ANALYZING THIS OFFERING:
Risks Pertaining to the Joint Venture
Requirement of and Need for Additional Financing
- ------------------------------------------------
Based upon the Joint Venture Agreement dated February 9, 1996, between
the Company's predecessor and JCF, the Company must pay $14,995,000 in cash (the
"Deferred Purchase Price"), as its capital contribution for its 51% of the
equity interests in the Joint Venture. Under the Sino-foreign joint venture laws
of the PRC, this capital contribution must be paid within three years of the
formation of the joint venture. To date, the Company has paid $2,000,000 of the
Deferred Purchase Price. The Company does not currently have the resources to
pay the remainder of the Deferred Purchase Price and must seek external
financing through a public or private sale of its securities. To date, the
Company has not made any firm arrangements to secure such external financing of
the Deferred Purchase Price. If the Company is unable or unwilling to finance
the Deferred Purchase Price in a complete and timely manner, the Company may
forfeit its equity ownership in the Joint Venture. Given the substantial risks
and uncertainties of such financings, there can be no assurance that the
Deferred Purchase Price will be financed and/or paid nor that it will be done so
in a complete and timely manner. Moreover, the Joint Venture may request that
the Company aid it in the future in the negotiated financing of further
expansions of the Joint Venture operations. All of these future required and
negotiated financings may have a dilutive effect upon the Company's existing
investors at the time of those financings.
Limited Operating History
- -------------------------
The Company currently has no revenues or material assets other than
through its interest in the Joint Venture which became an operating business
only in January 1997 when it acquired the assets of JCF's No. 1 Plant. The
Company's business is entirely contingent upon the successful financing of the
Deferred Purchase Price and the success of the Joint Venture's business. Both
the financing and the future course of the Joint Venture's business are highly
uncertain and face substantial foreseen and unforeseen risks. There can be no
assurance that either will be successful.
3
<PAGE>
Competition
- -----------
There are numerous competing firms which are or may become engaged in
the same or similar business as the Joint Venture. Although the Joint Venture is
a major producer in the PRC's chemical fiber industry, there are domestic and
international competitors which are substantially larger. The Joint Venture
expects to continue to encounter intense competition from these and other
companies, some of which may have far greater financial and other resources and
have more extensive and/or efficient facilities than the Joint Venture. This
intense competition may have a material adverse effect upon the Joint Venture
and the Company.
Cyclicality; High Volatility of Product and Raw Material Pricing; No Assurance
- ------------------------------------------------------------------------------
of Continued Growth
- -------------------
The chemical fiber raw materials industry is characterized by very high
levels of cyclicality and product price volatility. Worldwide supply and demand
characteristics for the Joint Venture's products may change substantially in a
short period of time. Accordingly, market prices for the Joint Venture's
products may fluctuate dramatically. If product pricing falls, whether with or
without offsetting factors such as corresponding decreases in the basic raw
material prices used to make the Joint Venture's products, there may be a
material adverse effect upon the performance of the Joint Venture and the
Company. The price of those more basic raw materials and other factors, such as
energy, used by the Joint Venture to make its products fluctuate significantly
and may have a material negative impact on results from operations if they rise.
The market for JCF's products and those of other manufacturers of
downstream polyester products are also highly cyclical and may impact demand for
the Joint Venture's products. Moreover, as industrial commodities used in the
downstream Chinese textiles industry, the Joint Venture's business is also
dependent upon favorable market and export conditions for Chinese textiles which
may be impacted by supply and demand and political factors among others. All of
these factors may have substantial negative impact upon the Company's operating
results and financial condition. See also "Risk Factors -- Risks Pertaining to
China -- Recent Political Developments; Dependence Upon Favorable Export
Conditions" and "Business -- The Worldwide Polyester Industry."
Dependence Upon Single Large Affiliated Customer
- ------------------------------------------------
Currently, the Joint Venture is entirely dependent upon a single large
customer, JCF, for almost all of the sales of its chemical fiber raw material
product. As stipulated in the Joint Venture Agreement, the Joint Venture is
obligated to supply JCF with a large majority of its production capacity. If any
event were to disrupt, decrease or prevent the sale of raw materials to JCF, it
may have a material adverse impact upon the business, prospects and financial
condition of the Company. There can also be no assurance that other buyers could
be found or would be allowed to purchase any unsold Joint Venture products.
Moreover, the supply arrangement with JCF may limit the Joint Venture's
flexibility in establishing long-term contracts or similar arrangements with
other potential customers.
Dependence Upon A Single Product
- --------------------------------
The Joint Venture currently produces only one product, purified
terephthalic acid ("PTA"). The Joint Venture's business is entirely dependent
upon the supply and demand characteristics and other factors impacting this one
product. The risks associated with a single product company are generally far
greater than a multiple product provider. In the event of a negative environment
for the production or sale of PTA, the Joint Venture and the Company may be
impacted by disproportionately high negative effects upon their prospects,
results from operations and/or financial condition.
Overlapping Roles and Potential Conflicts of Interest of Officers; Other
- ------------------------------------------------------------------------
Potential Conflicts of Interest
- -------------------------------
The future success of the Company is highly dependent upon several key
executive officers at the Joint Venture, JCF, and the Company. At the Company,
Jao Shun Pan, has been a key architect of the acquisition of the
4
<PAGE>
Company's interest in the Joint Venture. He will play a critical role in the
future management and administration of the Company.
Several other officers simultaneously hold key executive positions at
the Company, the Joint Venture, and JCF. They include Jin Shan, President of
JCF, Chairman of the Board and president of the Joint Venture, who has been
nominated to serve in the same capacities at the Company and also owns a
majority of the Company's Common Stock; Li De Yuan, who is Vice Chairman-elect
and secretary of both the Company and the Joint Venture and Vice President at
JCF; Fan Jia Lin, who serves as a Vice President at the Company, the Joint
Venture and JCF; and Wang Yue De, who will serve as a Vice Chairman of the
Company and the Joint Venture and is a Vice President at JCF. There are many
potential conflicts of interest given the overlapping roles of these executive
officers across the companies. Although these officers intend to safeguard and
represent the interests of each party, there can be no assurance that they will
be able or inclined to do so in any or all situations. Moreover, there may be
many situations where it is difficult or impossible to balance conflicting
interests. The executive officers may exercise substantial and wide-ranging
latitude in their decision-making. There can be no assurance that such judgments
will not have material adverse impact upon the Company's business or prospects.
Further, JCF owns 49% of the Joint Venture and affiliates of JCF
currently own a majority of the outstanding Common Stock of the Company. As
noted above, many of the Joint Venture and Company's officers and directors are
also affiliated with JCF. The Joint Venture Agreement provides that major issues
must be approved by two-thirds of the Board of Directors of the Joint Venture.
Since JCF has the right to nominate three of the seven directors, the directors
nominated by JCF will be able to block actions on major issues by the directors
of the Joint Venture nominated by the Company. Therefore, JCF will be a position
to substantially influence the business of both the Company and the Joint
Venture. JCF may use this influence to obtain favorable pricing for the Joint
Venture's products, discourage the development of profitable business with JCF's
competitors, and otherwise favor JCF's interests where they may conflict with
the interests of the Company or the Joint Venture.
Dependence Upon Key Employees
- -----------------------------
Should any of the key officers referred to in the foregoing section at
the Company, the Joint Venture, or JCF cease to be affiliated with their
respective organizations before qualified replacements are found, there could be
a material adverse effect on the Company's business and prospects. There can be
no assurance that the Company will be able to retain or hire replacements for
such necessary personnel.
Environmental and Safety Liability Exposure
- -------------------------------------------
Although the Joint Venture's management believes that the Joint Venture
adheres to Chinese laws and industry practices with regards to environmental and
safety issues, there can be no assurance that material adverse impact will not
arise from such issues given the inherent liabilities associated with the
industrial chemicals and petrochemicals industry. Management believes that the
Joint Venture's historical record on such issues is similar to other large
Chinese industries. If there is a shift in the legislation, implementation,
interpretation or enforcement of environmental and/or safety laws or practices,
there may be material adverse effect upon the business prospects and financial
condition of the Company. These changes may result from internal or external
political or economic pressures. See also "Risk Factors -- Risks Pertaining to
China -- Political Environment" and "Risk Factors -- Risks Pertaining to China
- -- Legal Environment."
No Anticipated Dividends
- ------------------------
The Company has not paid any dividends to date. For the foreseeable
future it is anticipated that earnings which may be generated from operations of
the Company, if any, and the Joint Venture will be used to finance the growth of
the Company. Therefore, it is not expected that cash dividends will be paid to
stockholders. See "Risk Factors -- Risks Pertaining to China -- Currency
Conversion and Exchange Rate Risks; Impact on Foreign Obligations Including the
Payment of Dividends, If Any."
5
<PAGE>
No Cumulative Voting; Retention of Control by Current Stockholders
- ------------------------------------------------------------------
The Company's certificate of incorporation does not provide for
cumulative voting in the election of directors. Various affiliates of JCF own a
large majority of the Company's outstanding shares of Common Stock and are in a
position to elect the Board of Directors and otherwise control the Company. See
"Overlapping Roles and Potential Conflicts of Interest of Officers; Other
Potential Conflicts of Interest."
Maintenance Criteria for Nasdaq Securities; Penny Stock Rules
- -------------------------------------------------------------
The Company's Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ("Nasdaq") for the Small-Cap
Market. To maintain its listing on the Nasdaq Small-Cap Market, the Company must
continue to be registered under Section 12(g) of the Securities Exchange Act of
1934 (the "Exchange Act") and have: (1) net tangible assets of at least
$2,000,000, (2) a market capitalization of $35,000,000 or (3) net income in at
least two of the last three years of $500,000. The Company must also maintain a
public float of at least 500,000 shares with a market value of at least
$1,000,000, at least 300 holders, a minimum bid price of $1.00 per share and at
least two market makers. If the Company's securities fail to maintain Nasdaq
Small-Cap Market listing, the market value of the Common Stock likely would
decline and purchasers likely would find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Common Stock.
In addition, if the Company fails to maintain Nasdaq Small-Cap Market
listing for its securities, and no other exclusion from the definition of a
"penny stock" under the Exchange Act is available, then any broker engaging in a
transaction in the Company's securities would be required to provide any
customer with a risk disclosure document, disclosure of market quotations, if
any, disclosure of the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market values of the
Company's securities held in the customer's accounts. The bid and offer
quotation and compensation information must be provided prior to effecting the
transaction and must be contained on the customer's confirmation. If brokers
become subject to the "penny stock" rules when engaging in transactions in the
Company's securities, they would become less willing to engage in such
transactions, thereby making it more difficult for purchasers in this offering
to dispose of their shares.
Risks Pertaining to China
The Joint Venture conducts its operations in the PRC and accordingly is
subject to special considerations and significant risks and uncertainties not
typically associated with investments in equity securities of companies doing
business primarily in the United States and Western Europe. These include risks
and uncertainties associated with, among others, the political, economic and
legal environments and foreign currency exchange.
Political Environment
- ---------------------
The recent political and economic history of the PRC has been
characterized by volatility and dramatic change. Although the PRC is in a
transitional period from a planned economy to a "socialist market economy,"
five-year plans adopted by the PRC government continue to set out the political
and economic development goals to be fulfilled nationwide. Moreover, differing
political and economic agendas among provinces has led to uncertain policy
definitions with regard to many issues of commerce and the economy. Any measures
by the many different levels of government to change economic and/or political
reform policies may have an impact on the prospects of the Company.
In addition, the Joint Venture's results may be adversely affected by
changes in the political and social conditions in the PRC and by, among other
things, changes in governmental policies with respect to laws and regulations,
inflationary control measures, currency conversion and remittance abroad, and
rates and methods of taxation. While the PRC government is expected to continue
its economic reform policies, many of the reforms are new or experimental and
may be refined or changed. It is also possible that a change in the PRC
government leadership could lead to changes in economic policy. It is impossible
to foresee the impact of these and other
6
<PAGE>
political changes upon the Company.
Recent Political Developments; Dependence Upon Favorable Export Conditions
- --------------------------------------------------------------------------
Recent and upcoming political issues which may substantially and
negatively impact the real and perceived valuation of PRC-related companies such
as the Company include, but are not limited to, the recent Chinese military
exercises near Taiwan, accusations against the PRC of unfair trade practices and
loose intellectual property law enforcement made by the United States and other
countries, the upcoming annual review of the PRC's Most Favored Nation status by
the U.S. government, the PRC's attempt to gain membership and influence in
international institutions such as the General Agreement on Tariffs and Trade
and the World Trade Organization, potential changes in leadership given the old
age of many current PRC government leaders, etc. Trade disputes and disruptions
may have a material adverse effect upon the Company's business and prospects
given the importance of exports to the Chinese textiles industry to which the
Joint Venture supplies its products.
Economic Environment
- --------------------
The economy of the PRC differs significantly from the United States
economy in many respects, including its structure, level of development, form
and character of capital investment, growth rate, degree and character of
government involvement, approach to resource allocation, degree of
self-sufficiency, rate of inflation and balance of payments. The adoption of
economic reform policies since 1978 has resulted in a gradual reduction in the
role of government in the allocation, management and pricing of resources, an
increased emphasis on the utilization of market forces and rapid growth of the
PRC's economy. However, such growth has been uneven among various regions of the
country and among various sectors of the economy.
The Chinese economy is undergoing restructuring from a rigid,
centralized planned economy to a mixed economy, i.e., one which mixes socialism
with some level of private economic activity. In connection with the economic
restructuring, substantial power has, unofficially, been seceded to provincial
politicians to implement economic strategy. A by-product of the economic
restructuring and provincial autonomy has been the creation of a new class of
managers and entrepreneurs who have a measure of authority to manage businesses
in a fashion which will allow them to grow and to function and compete in
international markets. Action by the central government of China which retracts
some of the power tacitly accorded to provincial officials or which has an
adverse effect on economic conditions in China affecting either industry or
management, could, in turn, result in a material adverse effect upon Chinese
industry including the operations or administration of the Joint Venture.
In recent years, the PRC economy has experienced periods of rapid
economic expansion and high rates of inflation, which have led to the adoption
by the central government, from time to time, of various inflation control
measures designed to regulate growth and contain inflation. High inflation may
cause the government to take other actions which could inhibit economic activity
in the PRC and may thereby adversely affect continued economic growth. Such
actions could have a material adverse effect on the Company's results of
operation, financial condition and/or expansion plans.
Developing Legal System
- -----------------------
The PRC's legal system is based upon written statutes under which prior
decisions may be cited as authority but do not have binding precedential effect.
The PRC's legal system is relatively new, and the government is still in the
process of developing a comprehensive system of laws, a process that has been
ongoing since 1979. Considerable progress has been made since then in the
promulgation of laws and regulations dealing with economic matters such as
corporate organization and governance, foreign investment, commerce, taxation
and trade. Such legislation has enhanced the protection afforded to foreign
investors. However, experience with respect to the implementation,
interpretation, and enforcement of such laws is limited. Thus, the application
and enforceability of laws remain uncertain.
7
<PAGE>
As the Chinese legal system develops, the promulgation of new laws,
changes to existing laws and the preemption of local regulations by national
laws may adversely affect foreign businesses, including the Company. The
uncertainties faced by foreign businesses are exacerbated by the fact that many
laws, regulations and decrees are not publicly available, but merely circulated
internally within government bodies. Such laws may negatively impact Chinese
industry, Chinese relations with foreign countries or companies, the Joint
Venture and/or the Company.
Currency Conversion and Exchange Rate Risks; Impact on Foreign Obligations
- --------------------------------------------------------------------------
Including the Payment of Dividends, If Any
- ------------------------------------------
China's central government imposes control over its foreign currency
reserves through control over imports and through direct regulation of the
conversion of its national currency into foreign exchange. All foreign exchange
transactions involving Renminbi ("RMB"), the Chinese unit of currency, (which is
not freely convertible), must take place either through the Bank of China or
other institutions authorized to buy and sell foreign exchange, or at an
approved foreign exchange adjustment center (known as a "swap center"). Except
for exchange rates determined in swap centers, the Chinese government, through
the State Administration for Exchange Control, artificially fixes the rate of
exchange between the Renminbi and foreign currencies. The government changes the
fixed rate of exchange from time to time, with changes in the past ten years
constituting a consistent devaluation of the Renminbi against the U.S. Dollar.
Inability to exchange Renminbi for foreign currency at swap centers or a severe
devaluation of the Renminbi against the Dollar may have a material adverse
effect upon the Company's actual and/or reported operating results.
The Joint Venture expects that substantially all of its revenue will be
denominated in Chinese Renminbi. A portion of the future profits of the Joint
Venture may need to be converted to other currencies to meet foreign obligations
including the payment of dividends declared, if any. Both the conversion of
Chinese Renminbi into foreign currencies and the remittance of foreign
currencies abroad require PRC government approvals.
No assurance can be given that the Joint Venture will be able to
continuously convert sufficient amounts of foreign currencies in the PRC's
foreign exchange markets in the future to meet any foreign obligations including
the payment of any dividends.
Volatility of Exchange Rates
- ----------------------------
There has been significant volatility in the exchange rates of Renminbi
to U.S. Dollars in recent years. Over the last five years, the Renminbi has
experienced a gradual but significant devaluation against most major currencies.
In 1993, there was significant volatility in the U.S. Dollar-Renminbi swap rate.
The January 1, 1994 establishment of the unitary exchange rate system produced a
significant devaluation of the Renminbi from $1.00 to Rmb 5.7 to approximately
US$1.00 to Rmb 8.3. The U.S. Dollar-Renminbi exchange rate has been relatively
stable since January 1, 1994.
However, the rates at which exchanges of Renminbi into U.S. Dollars may
take place in the future may vary. Any devaluation of the Renminbi against the
U.S. Dollar may have a material adverse effect upon the Company's reported and
actual revenues.
USE OF PROCEEDS
Should all the options and warrants held by Selling Security Holders
for which the underlying Common Stock is being registered be exercised, the net
proceeds to the Company would be approximately $6,600,000 after deducting
expenses of the offering estimated at $30,000. All such proceeds will be added
to the Company's working capital. The Company has not made any specific
allocations as to the use of any such proceeds. Prior to expenditure, the
proceeds will be invested in short-term interest bearing securities or money
market funds. Any
8
<PAGE>
income from such investments will also be added to working capital. There can be
no assurances that the Company will receive any proceeds from the exercise of
the options and warrants and not all options and warrants may be exercised which
could result in the proceeds of this offering to the Company being minimal. The
Company will not be entitled to the proceeds of any shares of Common Stock which
are sold by the Selling Security Holders. To meet its long-term objectives, the
Company will be required to generate significant revenues from operations or to
obtain additional financing.
9
<PAGE>
SELLING SECURITY HOLDERS
The securities being offered hereby are for the accounts of the
following persons. Except as otherwise indicated, none of the Selling Security
Holders is an officer or director of the Company or would own in excess of 1% of
the Company's outstanding Common Stock after the completion of this offering.
<TABLE>
<CAPTION>
Stockholder Number of Shares Number of Shares to be
----------- ---------------- ----------------------
to be sold Owned After Offering
---------- --------------------
<S> <C> <C>
American Friends of Yeshivath Meor Hatalmud 666 0
Sam/Yael Ash 833 0
Nachum Barnetsky 1,000 0
Joanne Bertolini 8,333 0
Bnos Bais Yaakov 333 0
Naomi Bodner 66,666 0
The Boston Group, L.P. 130,000 0
Frank Brosens 166,666 0
Anthony Broy 6,666 0
C & F Global Enterprises, Inc. 2,666 0
Clearwater Capital Limited 631,244 0
David E. Cohen 3,720 0
Eli D. Cohen 3,720 0
Leon E. Cohen 3,720 0
Ronnie E. Cohen 3,720 0
Commercial Property Network, Inc. 8,000 8,000
Dolphco Partners 14,880 0
Duck Partners, L.P. 66,666 0
Ritchie Dweck 3,571 0
Elliott Eisenberg 25,000 3,333
Eric R. Elliot 1,333 1,333
Bryan I. Finkel (1) 66,666 0
Rita Folger 1,333 90,606
Paul F. Glenn, trustee 16,666 0
Paul F. Glenn Revocable Trust
10
<PAGE>
Shea Goldenberg 333 0
Judith S. Grossman, trustee 2,000 0
Walter S. Grossman Trust F/B/O
Carrie Elizabeth Grossman
Judith S. Grossman, trustee 2,000 0
Walter S. Grossman Trust F/B/O
Lisa Daron Grossman
Walter S. Grossman 33,327 0
Howard-Sloan-Kollor Group 562 0
HPCB, L.P 12,166 0
Laura Huberfeld 66,666 0
Philip Huberfeld 666 0
Hull Overseas, Ltd. 41,666 0
Aaron Lehman 1,666 1,666
Chanie Lerner 28,333 0
Limage Financial Investments 41,666 0
Lincoln Street Partners 78,333 0
David Lowy 666 0
Millenco, L.P. 41,666 0
Morgan L. Miller 1,000 0
Mirrer Yeshiva Central Institute 666 0
Newark Sales Corporation 21,333 0
Jules Nordlicht 62,500 0
Northgate Group Limited 182,655 40,000
Ohr Somayach Tanenbaum Educational Center 666 0
Olive Tree Holdings Inc. 25,000 0
Olympia Partners 5,333 0
Pharos Fund Limited 16,666 0
Nochem Pinson 333 0
Nicholas Ponzio 45,833 0
Lawrence Poster 562 0
11
<PAGE>
Charles Potter 3,333 0
Preston Financial Limited (2) 157,811 179,553
Jeffrey Rubin 1,333 0
Wayne Saker 8,333 0
Saleslink Ltd. 22,333 0
Todd D. Savitt 1,666 0
Jerome D. Schwartz 2,666 0
William Slapin 833 833
Brent Subkowsky (3) 15,596 0
Neil Sullivan 2,666 0
Thieme Fonds 20,832 0
Vaad Le'Orer Yeshainim 666 0
Peter Waltman 2,666 0
Edwin L. Weisl, Jr. 2,000 0
Wexford BEPI LLC 133,333 0
Sarabeth Margolis Wizen 1,000 0
</TABLE>
- --------------------
(1) Mr. Finkel is a member of the Company's Board of Directors.
(2) Assuming the sale of all securities included herein, after completion
of this offering Preston Financial Limited would own approximately
1.04% of the Company's outstanding Common Stock.
(3) Until August 1997, Mr. Subkowsky was the Company's Controller.
PLAN OF DISTRIBUTION
The securities are being offered for the respective accounts of the
Selling Security Holders. The Company will not receive any proceeds from the
sale of any securities by the Selling Security Holders, although it will receive
proceeds from the exercise of warrants and options by the Selling Security
Holders.
The sale of securities by the Selling Security Holders may be effected
from time to time in transactions in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices,
which may be charged at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Security Holders may effect such transactions by selling the securities to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Security Holders
and/or the purchasers of the securities for which such broker-dealers may act as
agent or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
12
<PAGE>
The Selling Security Holders and any broker-dealers who act in
connection with the sale of the securities hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act") and any commissions received by them and
profit on any sale of the securities as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
EXPERTS
The financial statements and schedules as of December 31, 1996 and 1995
have been incorporated by reference herein and in the registration statement in
reliance upon the reports by Arthur Andersen LLP and Arthur Andersen & Co.,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
LEGAL MATTERS
Certain legal matters in connection with this offering are being passed
upon for the Company by Oscar D. Folger, Esq., New York, New York. Mr. Folger's
wife owns 90,606 shares of the Company's Common Stock and warrants to acquire
1,333 shares.
MATERIAL CHANGES
There have been no material events in the Company's affairs since the
filing of its most recent quarterly report on Form 10-QSB on August 19, 1997.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission by
the Company are incorporated herein by reference and made a part hereof. The
Commission file number for all documents which are incorporated by reference is
1-13890.
(1) Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.
(2) Quarterly Report on Form 10-QSB for the six months
ended June 30, 1997.
(3) Current Report on Form 8-K filed February 7, 1997 as
amended April 8 and 22, 1997.
(4) The section entitled "Description of Securities" in
the Company's Registration Statement on Form 8-A
declared effective on August 11, 1995.
In addition, any amendments to such document and all other reports,
proxy statements and other documents of the Company hereafter filed with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering of the securities covered by this
Prospectus, shall be deemed to be incorporated in this Prospectus and made a
part hereof by reference from the date of filing of each such document. Any
statement contained in an earlier document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is 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, except as so
modified or superseded, to constitute a part of this Prospectus.
13
<PAGE>
INDEMNIFICATION
The Company's Certificate of Incorporation provides that all directors,
officers, employees and agents of the Registrant shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. Delaware law
allows the elimination or limitation of personal liability of the Company's
directors, except in situations where there has been a breach of the director's
duty of loyalty to the Company or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, liability under Section 174 of the Delaware General Corporation Law
relative to unlawful payment of dividends stock purchases or redemptions, or any
transaction from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ADDITIONAL INFORMATION
This Prospectus contains certain information concerning the Company and
its securities, but does not contain all the information set forth in the
Registration Statement and the Exhibits thereto filed with the Commission under
the Securities Act, to which reference is made. Any summary from the Exhibits
contained in this Prospectus is necessarily incomplete and must not be
considered as a full statement of the provisions of such instruments.
14
<PAGE>
PACIFIC CHEMICAL, INC.
2,325,398 Shares of Common Stock
----------------------
PROSPECTUS
----------------------
September __, 1997
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations 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 any offer to buy any
securities in any jurisdiction in which such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale 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.
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered under this Registration Statement are estimated as
follows:
Securities and Exchange Commission fee.... .................. $ 9,425
Blue Sky fees and expenses................................... 1,500
Legal fees and expenses...................................... 14,000
Accountant's fees and expenses............................... 4,000
Miscellaneous................................................ 1,075
-------
Total................................... $30,000
Item 15. Indemnification of Directors and Officers.
The Company has entered into agreements with each director in which the
Company agrees to indemnify each director and officer to the maximum extent
permitted by law.
The Company's Certificate of Incorporation provides that all directors,
officers, employees and agents of the Registrant shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:
A director, or former director, shall not be liable to the corporation
or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under
ss.174 of the General Corporation Law of the State of Delaware,
pertaining to the liability of directors for unlawful payment of
dividends or unlawful stock purchase or redemption; or (iv) for any
transaction from which the director derived an improper personal
benefit.
Section 145 of the Delaware General Corporation Law concerning
indemnification of officers, directors, employees and agents is set forth below.
"Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed
16
<PAGE>
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorney's fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer, to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorney's fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors,
17
<PAGE>
officers, and employees or agents, so that any person who is or was a director,
officer employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 16. Exhibits.
Exhibit No. Description
- ----------- -----------
(5) Opinion of Oscar D. Folger
(23)(a) Consent of Oscar D. Folger (Included in Exhibit (5))
(23)(b) Consent of Arthur Andersen, LLP
(23)(c) Consent of Arthur Andersen & Co.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any fact or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
18
<PAGE>
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
high and low and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That for purposes of determining any liability under the Securities Act
of 1933, each filing of Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
19
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York on the 4th day of
September 1997.
Pacific Chemical, Inc.
By: /s/ J. S. Pan
------------------------
J. S. Pan, CFO and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
J. S. Pan as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-3
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
--------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ J. S. Pan Vice President, Principal Financial
- ---------------------- and Accounting Officer) and Director 9/4/97
J. S. Pan
/s/ Bryan I. Finkel
- ---------------------
Bryan I. Finkel Director 9/4/97
20
<PAGE>
Exhibit 5
LAW OFFICES OF OSCAR FOLGER
521 Fifth Avenue
New York, New York 10175
September 2, 1997
Pacific Chemical, Inc.
745 Alexander Road
Princeton, New Jersey 08540
Re: Form S-3 Registration Statement
-------------------------------
Gentlemen:
We have acted as counsel for Pacific Chemical, Inc., a Delaware corporation
(the "Company"), in connection with the registration by the Company of 2,325,398
shares of Common Stock, par value $0.01 per share (the "Securities"), which are
the subject of a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Act").
As counsel to the Company we have examined and relied upon the original or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
in order to render the following opinion.
On the basis of and subject to the foregoing, it is our opinion that the
Securities issued or to be issued and sold or to be sold by the Company have
been duly authorized and are, or, when issued and sold, will be duly issued and
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
This opinion is to be used only in connection with the offer and sale of the
Securities as variously referred to herein while the Registration Statement is
in effect.
Very truly yours,
/s/
Oscar D. Folger
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As Independent Public Accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 27, 1997,
except for Note (9) as to which the date is April 17, 1997, included in the
Bureau of electronic Publishing, Inc. form 10-KSB/A for the year ended December
31, 1996 and to all references to our firm included in the registration
statement.
/s/ Arthur Andersen LLP
Princeton, New Jersey
September 2, 1997
<PAGE>
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use in the Registration Statement on Form S-3 of
Pacific Chemical, Inc. of our report dated April 1, 1997 incorporated herein by
reference and to the reference to our firm under the caption "Experts" in the
Prospectus.
/s/ Arthur Andersen & Co.
Hong Kong
September 1, 1997
