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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1997
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERICAN COIN MERCHANDISING, INC.
d/b/a SUGARLOAF CREATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 5962 84-1093721
<C> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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5660 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 444-2559
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JEROME M. LAPIN
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN COIN MERCHANDISING, INC.
5660 CENTRAL AVENUE
BOULDER, COLORADO 80301
(303) 444-2559
FAX: (303) 443-2264
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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JAMES C.T. LINFIELD, ESQ. CARLA W. SLEDGE, ESQ. ALVIN G. SEGEL, ESQ.
COOLEY GODWARD LLP HUTCHINSON BLACK & COOK LLC IRELL & MANELLA LLP
2595 CANYON BOULEVARD, SUITE 250 1215 SPRUCE STREET, SUITE 100 1800 AVENUE OF THE STARS, SUITE 900
BOULDER, CO 80302 BOULDER, COLORADO 80302 LOS ANGELES, CA 90067-4276
(303) 546-4000 (303) 442-6514 (310) 277-1010
FAX: (303) 546-4099 FAX: (303) 442-6593 FAX: (310) 203-7199
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
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, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-35947
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common stock, par value $.01 par
value................................ 77,050 $15.00 $1,155,750 $351
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(1) Includes 10,050 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933.
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by American Coin Merchandising, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") hereby incorporates by
reference the contents of the Registration Statement on Form S-1 (File No. 333-
35947) relating to the offering of up to 2,300,000 shares of Common Stock of the
Company filed on September 19, 1997, as amended by Amendment No. 1 filed on
October 2, 1997.
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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 the City of Boulder, State of
Colorado, on the 29th day of October 1997.
AMERICAN COIN MERCHANDISING, INC.
By /s/ JEROME M. LAPIN
-----------------------------------
Jerome M. Lapin
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ JEROME M. LAPIN Chairman of the Board, President, October 29, 1997
- ----------------------------------------------------- Chief Executive Officer (Principal
Jerome M. Lapin Executive Officer)
/s/ W. JOHN CASH* Vice President, Chief Financial October 29, 1997
- ----------------------------------------------------- Officer and Treasurer (Principal
W. John Cash Financial and Accounting Officer)
/s/ RANDALL J. FAGUNDO* Vice President of Operations, October 29, 1997
- ----------------------------------------------------- Secretary and Director
Randall J. Fagundo
/s/ ABBE M. STUTSMAN* Vice President of Product Development October 29, 1997
- ----------------------------------------------------- and Purchasing and Director
Abbe M. Stutsman
/s/ J. GREGORY THEISEN* Director October 29, 1997
- -----------------------------------------------------
J. Gregory Theisen
/s/ RICHARD D. JONES* Director October 29, 1997
- -----------------------------------------------------
Richard D. Jones
/s/ JIM D. BALDWIN* Director October 29, 1997
- -----------------------------------------------------
Jim D. Baldwin
/s/ JOHN A. SULLIVAN* Director October 29, 1997
- -----------------------------------------------------
John A. Sullivan
*By: /s/ JEROME M. LAPIN
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Jerome M. Lapin
Attorney-In-Fact
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1
24.1* Power of Attorney
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* Incorporated by reference to the Company's Registration Statement on Form S-1,
File No. 333-35947.
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[COOLEY GODWARD LLP LETTERHEAD]
October 29, 1997
American Coin Merchandising, Inc.
5660 Central Avenue
Boulder, Colorado 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by American Coin Merchandising, Inc., a Delaware corporation
(the "Company") of a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission"),
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and the underwritten public offering of up to 77,050 shares of the
Company's Common Stock (the "Shares"), including 67,000 shares of Common Stock
to be sold by certain stockholders of the Company (the "Selling Stockholders")
and 10,050 shares for which the underwriters have been granted an over-allotment
option.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement, (ii) reviewed the Company's Certificate of Incorporation
and Bylaws, as amended, and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment were necessary or appropriate to enable us to
render the opinion expressed below, (iii) assumed that the Shares to be sold to
the underwriters by the Company will be sold at a price established by the Board
of Directors of the Company or the Pricing Committee thereof in accordance with
Section 153 of the Delaware General Corporation Law and (iv) examined and relied
upon a certificate executed by an officer of the Company to the effect that
consideration for the Shares being sold by the Selling Stockholders pursuant to
the Underwriting Agreement was received by the Company in accordance with the
applicable Board of Directors' resolutions and any plan or agreement relating to
the issuance of such Shares, and we have undertaken no independent verification
with respect thereto.
On the basis of the foregoing and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Registration
Statement, will be validly issued, fully paid and nonassessable.
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We consent to the reference to our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ James C.T. Linfield
---------------------------------
James C. T. Linfield
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Exhibit 23.1
Consent of Independent Auditors
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The Board of Directors
American Coin Merchandising, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-1 filed with the Securities and Exchange Commission on October 29, 1997 of
our report dated February 25, 1997, relating to the balance sheets of American
Coin Merchandising, Inc. as of December 31, 1996 and 1995 and the related
statements of earnings, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears in
the Registration Statement on Form S-1 (No. 333-35947) of American Coin
Merchandising, Inc.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Boulder, Colorado
October 29, 1997
