<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1996
REGISTRATION NO.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NUCO2 INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C> <C>
FLORIDA 5098 65-0180800
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
</TABLE>
------------------------
2820 SOUTHEAST MARKET PLACE
STUART, FLORIDA 34997
(407) 221-1754
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
2820 SOUTHEAST MARKET PLACE
STUART, FLORIDA 34997
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF BUSINESS)
------------------------
EDWARD M. SELLIAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
NUCO2 INC.
2820 SOUTHEAST MARKET PLACE
STUART, FLORIDA 34997
(407) 221-1754
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
Copies to:
<TABLE>
<S> <C>
STEVEN WOLOSKY, ESQ. BRIAN J. WALSH, ESQ.
ERIC M. WECHSLER, ESQ. KEITH WASSERSTROM, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A.
505 PARK AVENUE 1221 BRICKELL AVENUE
NEW YORK, NEW YORK 10022 MIAMI, FLORIDA 33131
(212) 753-7200 (305) 579-0500
(212) 755-1467 (TELECOPIER) (305) 579-0717 (TELECOPIER)
</TABLE>
------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this registration statement becomes effective.
If this Form is filed to register additional securities of an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /x/ Reg. No. 333-3352
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common Stock, $.001 par value(2).................................................... $ 7,590,000 $ 2,618
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
(2) Includes Common Stock issuable upon exercise of the Underwriters'
over-allotment option.
------------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form SB-2 (Reg. No. 333-3352) filed by NuCo2 Inc. (the 'Company')
with the Securities and Exchange Commission on April 11, 1996, as amended by
Amendment No. 1 thereto filed on May 17, 1996, which was declared effective June
6, 1996 are incorporated herein by reference.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Stuart, State of Florida, on the 7th day of June, 1996.
By: /s/ EDWARD M. SELLIAN
----------------------------------
Name: Edward M. Sellian
Title: Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- - --------------------------------------------- ------------------------------------------- ------------------
<S> <C> <C>
/s/ EDWARD M. SELLIAN Chairman of the Board and Chief Executive June 7, 1996
- - --------------------------------------------- Officer (Principal Executive Officer)
Edward M. Sellian
/s/ JOSEPH M. CRISCUOLO President, Chief Operating Officer June 7, 1996
- - --------------------------------------------- and Director
Joseph M. Criscuolo
/s/ EDWARD W. DEAN Chief Financial Officer (Principal June 7, 1996
- - --------------------------------------------- Financial Officer and Principal Accounting
Edward W. Dean Officer)
/s/ ROBERT L. FROME Director June 7, 1996
- - ---------------------------------------------
Robert L. Frome
Director
- - ---------------------------------------------
John J. O'Neil
/s/ EDWARD F. O'REILLY Director June 7, 1996
- - ---------------------------------------------
Edward F. O'Reilly
Director
- - ---------------------------------------------
William B. Porter
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- - ---------- -------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
*1 -- Form of Underwriting Agreement.
**5 -- Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect to the legality of the
Common Stock. 5
**23.1 -- Consent of KPMG Peat Marwick LLP. 7
**23.2 -- Consent of Cooper Selvin & Strassberg. 8
**23.3 -- Consent of Olshan Grundman Frome & Rosenzweig LLP, included in Exhibit 5.
</TABLE>
- - ------------------
* Incorporated by reference to the Company's Registration Statement on Form
SB-2, as amended, Reg. No. 333-3352.
** Filed herewith.
[Letterhead of Olshan Grundman Frome & Rosenzweig LLP]
June 7, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: NuCo2 Inc.
Rule 424(b) Registration Statement
Ladies and Gentlemen:
We have acted as counsel to NuCo2 Inc., a Florida corporation
(the "Company"), in connection with the registrationof 276,000
additional shares of the Company's Common Stock, par value $.001
per share (the "Additional Shares") pursuant to a Registration
Statement (the "Rule 462(b) Registration Statement") filed under
Rule 462(b) to the Securities Act of 1933, as amended, in
connection with the proposed public offering described in
Registration Statement No. 333-3352 on Form SB-2 (the "Registration
Statement") filed with the Securities and Exchange Commission on
April 11, 1996, as amended by Amendment No. 1 thereto filed on May
17, 1996, which was declared effective on June 6, 1996. All
capitalized terms not defined herein shall have the meanings
accorded them in the Registration Statement.
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the
Articles of Incorporation and By-laws of the Company, minutes of
meetings of the Board of Directors and shareholders of the Company,
the Registration Statement, the Rule 462(b) Registration Statement,
the Underwriting Agreement and such other documents, instruments
and certificates of officers and representatives of the Company and
public officials, and we have made such examination of the law as
Olshan Grundman Frome & Rosenzweig LLP
June 7, 1996
Page -2-
we have deemed appropriate as the basis for the opinion hereinafter
expressed. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic
copies.
Based upon the foregoing, we are of the opinion that:
The Additional Company Shares, when issued and paid for
in accordance with the terms and conditions set forth in the Rule
462(b) Registration Statement, will be duly and validly issued,
fully paid and non-assessable.
We advise you that Robert L. Frome, a director of the
Company, is a shareholder of the Company and a member of this firm.
Other members of the firm are also shareholders of the Company.
We hereby consent to the filing of this opinion as an
exhibit to the Rule 462(b) Registration Statement and we further
consent to the reference to this firm under the caption "Legal
Matters" in the Rule 462(b) Registration Statement and the
Prospectus forming a part thereof.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
NuCo2 Inc.
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading 'Experts' in the prospectus.
KPMG PEAT MARWICK LLP
West Palm Beach, Florida
June 7, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form SB-2 of
our report dated November 16, 1994, which includes the form of the report which
we will be prepared to issue as stated therein relating to the Financial
Statements of NuCo2 Inc. and to the reference to our Firm under the caption
'Experts' in this Prospectus.
COOPER, SELVIN & STRASSBERG LLP
Great Neck, New York
June 7, 1996
