-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DJY5hhvmFWh6ksx5bF+OLQjx8OqWTsKQKFzi59ExxUsl7n2eAOqpWI1epuvLopBW Wxe7oRox/nyykgtI/8M9Sw== 0000950153-99-000901.txt : 19990712 0000950153-99-000901.hdr.sgml : 19990712 ACCESSION NUMBER: 0000950153-99-000901 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-77483 FILED AS OF DATE: 19990708 EFFECTIVENESS DATE: 19990708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCM CAPITAL GROUP INC CENTRAL INDEX KEY: 0001084961 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 481090909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-82523 FILM NUMBER: 99661209 BUSINESS ADDRESS: STREET 1: 500 WEST FIRST STREET BOX 576 CITY: HUTCHINSON STATE: KS ZIP: 675040576 BUSINESS PHONE: 8007590327 MAIL ADDRESS: STREET 1: 500 W FIRST STREET BOX 576 CITY: HUTCHINSON STATE: KS ZIP: 675040576 FORMER COMPANY: FORMER CONFORMED NAME: MIDLAND CORP OF KANSAS DATE OF NAME CHANGE: 19990423 S-1MEF 1 S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ MCM CAPITAL GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 7389 48-1090909 (STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
500 WEST FIRST STREET HUTCHINSON, KANSAS 67501-5222 (800) 759-0327 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ FRANK I. CHANDLER PRESIDENT AND CHIEF EXECUTIVE OFFICER MCM CAPITAL GROUP, INC. 500 WEST FIRST STREET HUTCHINSON, KANSAS 67501-5222 (800) 759-0327 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR SERVICE, SHOULD BE SENT TO: STEVEN D. PIDGEON STEVEN R. FINLEY SNELL & WILMER L.L.P. GIBSON, DUNN & CRUTCHER LLP ONE ARIZONA CENTER 200 PARK AVENUE, 47TH FLOOR PHOENIX, ARIZONA 85008 NEW YORK, NY 10166 (602) 382-6252 (212) 351-4000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis under Rule 415 under the Securities Act, check the following box: [ ] If this Form is filed to register additional securities for an offering under 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] No. 333-77483 If this Form is a post-effective amendment filed under 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 this Form is a post-effective amendment filed under Rule 462(d) 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 under Rule 434, check the following box: [ ] ------------------------ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM AMOUNT OF TITLE OF SHARES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Common stock, $.01 par value.................... $2,875,000(1)(2) (3) - ---------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
(1) Includes 37,500 shares of common stock subject to an option granted to the underwriters solely to cover over-allotments, if any. (2) Estimated under Section 457(o) solely for the purpose of calculating the amount of registration fee. (3) Previously paid pursuant to registration statement No. 333-77483. ------------------------ 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 UNDER SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART I MCM Capital Group, Inc. previously filed with the Securities and Exchange Commission a Registration Statement (No. 333-77483) on Form S-1 on April 30, 1999, together with Amendment No. 1 thereto filed on May 14, 1999, Amendment No. 2 thereto filed on June 14, 1999, Amendment No. 3 thereto filed on June 29, 1999 and Amendment No. 4 thereto filed on July 8, 1999 (collectively, the "Registration Statement"). The contents of the Registration Statement, including the Rule 424(b) Prospectus filed thereunder, are incorporated herein by reference. 3 PART II ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits:
EXHIBIT NO. DESCRIPTION - ------- ----------- 5 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5) 24 Powers of Attorney (incorporated by reference to the signature page included in Amendment No. 2 to Registration Statement No. 333-77483)
II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, MCM CAPITAL GROUP, INC. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hutchinson, State of Kansas, on this 8th day of July, 1999. MCM CAPITAL GROUP, INC. By: /s/ FRANK CHANDLER --------------------------------------- Name: Frank Chandler Title: President and Chief Executive Officer 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.
NAME AND SIGNATURE TITLE DATE ------------------ ----- ---- /s/ FRANK CHANDLER Director, President and Chief July 8, 1999 - --------------------------------------------------- Executive Officer (Principal Frank Chandler Executive Officer) * Executive Vice President Chief July 8, 1999 - --------------------------------------------------- Financial Officer and Treasurer R. Brooks Sherman, Jr. (Principal Financial and Accounting Officer) * Chairman of the Board of July 8, 1999 - --------------------------------------------------- Directors Eric D. Kogan * Director July 8, 1999 - --------------------------------------------------- Peter W. May * Director July 8, 1999 - --------------------------------------------------- James D. Packer * Director July 8, 1999 - --------------------------------------------------- Nelson Peltz * Director July 8, 1999 - --------------------------------------------------- Robert M. Whyte * Director July 8, 1999 - --------------------------------------------------- John Willinge *By /s/ FRANK CHANDLER ---------------------------------------------- (Frank Chandler, Attorney-in-fact)
II-2 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 5 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5) 24 Powers of Attorney (incorporated by reference to the signature page included in Amendment No. 2 to Registration Statement No. 333-77483)
II-3 EX-5 2 EX-5 1 Exhibit 5 [SNELL & WILMER L.L.P. LETTERHEAD] July 8, 1999 MCM Capital Group, Inc. 500 West First Street Hutchinson, Kansas 67501 Re: REGISTRATION STATEMENT ON FORM S-1 Ladies and Gentlemen: In connection with the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 8, 1999 pursuant to Rule 462(b) under the Securities Act (the "462(b) Registration Statement") and relating to the Company's Registration Statement on Form S-1 (No. 333-77483), including amendments and exhibits thereto (together with the 462(b) Registration Statement, the "Registration Statement"), for the proposed offer and sale by MCM Capital Group, Inc. (the "Company") of up to 2,587,500 shares of the Common Stock of the Company, including 337,500 of such shares which may be sold pursuant to an underwriters' over-allotment option (the "Shares"), we are of the opinion that at such time as (i) the registration or qualification provisions of the Securities Act of 1933, as amended, and such "Blue Sky" and securities laws as may be applicable have been complied with, and (ii) the certificates representing the Shares to be sold by the Company have been duly executed by the Company, countersigned and registered by the transfer agent/registrar, and delivered against payment therefor as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement, the Shares to be sold by the Company will be legally issued, fully paid, and nonassessable. In rendering this opinion, we have reviewed and relied upon such documents and records of the Company as we have deemed necessary and have assumed the following: (i) the genuineness of all signatures and the authenticity of 2 documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies; and (ii) the accuracy and completeness of Company records. The opinions expressed herein are limited solely to the laws of the State of Delaware. The opinions expressed herein are based upon the law and other matters in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise, or should any facts or other matters upon which we have relied be changed. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the use of our name in the Registration Statement and to the discussion of our opinion in the prospectus included in the Registration Statement. Very truly yours, SNELL & WILMER L.L.P. /s/ Snell & Wilmer L.L.P. EX-23.1 3 EX-23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Financial Data" and "Experts" in the Registration Statement (Form S-1) filed pursuant to Rule 462(b) under the Securities Act of 1933 of MCM Capital Group, Inc. (formerly Midland Corporation of Kansas) for the registration of 250,000 shares of its common stock and to the incorporation by reference therein of our report dated April 29, 1999 (except for Note 13 as to which the date is June 25, 1999) with respect to the consolidated financial statements of MCM Capital Group, Inc. included in its Registration Statement (Form S-1 No. 333-77483) filed with the Securities and Exchange Commission for the registration of 2,000,000 shares of its common stock. /s/ Ernst & Young LLP Ernst & Young LLP Kansas City, Missouri July 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----