-----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, Fo4uyUgZekSxTxpefElzVF64jENS0kp6ivNnVAGQatAqFhp2/ExkABoGymVZ5x9Y mvxmBz2tbMOcZEWhSvRhNA== 0000950137-02-005386.txt : 20021021 0000950137-02-005386.hdr.sgml : 20021021 20021021152027 ACCESSION NUMBER: 0000950137-02-005386 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUADRIGA SUPERFUND CENTRAL INDEX KEY: 0001168990 STANDARD INDUSTRIAL CLASSIFICATION: [6221] STATE OF INCORPORATION: J5 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-88460 FILM NUMBER: 02793865 MAIL ADDRESS: STREET 1: LE MARQUIS COMPLEX UNIT 5 STREET 2: PO BOX 1479 GRAND ANSE CITY: ST. GEORGE'S STATE: J5 ZIP: 00000 S-1/A 1 c66226a7sv1za.txt AMENDMENT TO REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 2002 REGISTRATION NO. 333-88460 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B (Exact name of registrant as specified in its charter) DELAWARE 6799 (State of Organization) (Primary Standard Industrial Classification Number) 98-0375395 (I.R.S. Employer Identification Number)
CHRISTIAN BAHA LE MARQUIS COMPLEX, UNIT 5 LE MARQUIS COMPLEX, UNIT 5 PO BOX 1479 PO BOX 1479 GRAND ANSE GRAND ANSE ST. GEORGE'S, GRENADA ST. GEORGE'S, GRENADA WEST INDIES WEST INDIES (473) 439- 2418 (473) 439-2418 (Address, including zip code, and telephone (Name, address, including zip code, and number, telephone number, including area code, of registrant's principal including area code, of agent for service) executive offices)
COPY TO: JEFFRY M. HENDERSON DOUGLAS E. AREND HENDERSON & LYMAN 175 WEST JACKSON BOULEVARD, SUITE 240 CHICAGO, ILLINOIS 60604 (312) 986-6960 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 pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act") check the following box. [X] If this Form is filed to register additional securities for 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. [ ] 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 this Form is a post-effective amendment filed pursuant to 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 pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION TITLE OF EACH CLASS OF SECURITIES BEING OFFERED REGISTERED PER UNIT(1) PRICE(1) FEE(1) - ------------------------------------------------------------------------------------------------------------------------ Series A and Series B Units................ $200,000,000 $1,000 $200,000,000 $18,400 200,000 Units - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. (1) Offering price and registration fee based upon the initial offering price per Unit in accordance with Rule 457(d). Registration of $200,000,000 aggregate principal amount (200,000 Units) allocated between Series A and Series B based on subscriber demand, subject to $1,000,000 minimum in a Series prior to commencement of trading. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Quadriga Capital Management, Inc., as general partner of the Registrant, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. George's, Grenada, West Indies, on the 9th day of October, 2002. QUADRIGA SUPERFUND, L.P. By: QUADRIGA CAPITAL MANAGEMENT, INC. General Partner By: /s/ CHRISTIAN BAHA ------------------------------------ Title: President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person on behalf of Quadriga Capital Management in the capacity and on the date indicated. SIGNATURES TITLE WITH REGISTRANT DATE (BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF QUADRIGA CAPITAL MANAGEMENT, INC.) QUADRIGA CAPITAL MANAGEMENT, INC. Managing Owner of Registrant By: /s/ CHRISTIAN BAHA ------------------------------------ Title: President October 9, 2002 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------- 1.01 Form of Selling Agreement among each Series, Quadriga Capital Management, and the Selling Agent. 1.02 Form of Additional Selling Agreement among each Series, Quadriga Capital Management and the Additional Selling Agent. 3.01 Quadriga Superfund, L.P. Limited Partnership Agreement (included as Exhibit A to the Prospectus). 3.02 Certificate of Limited Partnership 5.01(a) Opinion of Henderson & Lyman relating to the legality of the Units. 5.01(b) Opinion of Henderson & Lyman with respect to federal income tax consequences. 10.01(a) Form of Cargill Investor Services, Inc. Customer Agreement between each Series and the Clearing Brokers. 10.01(b) Form of ADM Investor Services, Inc. Customer Agreement between each Series and the Clearing Brokers. 10.01(c) Form of Fimat USA, Inc. Customer Agreement between each Series and the Clearing Brokers. 10.02 Subscription Agreement and Power of Attorney (included as Exhibit D to Prospectus) 10.03(a) Form of Escrow Agreement between Series A and HSBC Bank USA. 10.03(b) Form of Escrow Agreement between Series B and HSBC Bank USA. 23.02 Consent of KPMG LLP. 24.01 Consent of Rothstein, Kass & Company, P.C.
EX-5.01(A) 3 c66226a7exv5w01xay.txt OPINION OF HENDERSON & LYMAN EXHIBIT NO. 5.01(a) Exhibit Number 5.01.a. OPINION OF HENDERSON & LYMAN [HENDERSON & LYMAN LETTERHEAD] October 18, 2002 Quadriga Superfund, L.P. Series A and Series B Le Marquis Complex, Unit 5, P.O. Box 1479 Grand Anse, St. George's Grenada, West Indies RE: RE: QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B UNITS OF LIMITED PARTNERSHIP INTEREST Ladies and Gentlemen: We refer to the Registration Statement on Form S-1 (the "Registration Statement"), filed on the date hereof by Quadriga Superfund, L.P., a Delaware limited partnership (the "Partnership"), under the Securities Act of 1933 (the "1933 Act"), with the Securities and Exchange Commission, relating to the registration under the 1933 Act of $200,000,000 of Units of Limited Partnership Interest (the "Units"). For purposes of expressing the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following: (a) The Certificate of Limited Partnership of the Partnership, dated April 17, 2002 (the "Certificate of Partnership"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State"); (b) The Limited Partnership Agreement of the Partnership, dated as of August 5, 2002, attached to the Registration Statement as Exhibit "A"; (c) The Registration Statement; (d) A form of Subscription Agreement and Power of Attorney, including a Subscription Agreement and Power of Attorney Signature Page of the Partnership (the "Subscription Agreement"), attached to the Registration Statement as Exhibit "D"; and (f) A Certificate of Good Standing for the Partnership ("Certificate") obtained from the Delaware Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Registration Statement. For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document not listed above that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed that (i) all signatures of parties except for the Partnership on documents examined by us are genuine, and (ii) all documents submitted to us as copies conform to the original copies of those documents. For purposes of this opinion, we have assumed (i) the due authorization, execution and delivery by all parties thereto except for the Partnership of all documents examined by us, (ii) that the Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of beneficial owners to, and the creation, operation and termination of, the Partnership and that the Agreement and the Certificate are in full force and effect, have not been amended and no amendment of the Agreement or the Certificate is pending or has been proposed, and (iii) except for the due creation and valid existence in good standing of the Partnership as a business Partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. Code Section 17-101, et seq.) (the "Act"), the due creation, organization or formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation and the capacity of persons and entities who are parties to the documents examined by us. Insofar as the opinions expressed herein relate to the Units and persons and entities to be admitted to the Partnership as beneficial owners of the Partnership in connection with the Registration Statement (the "Unitholders"), the opinions expressed herein relate solely to the Unitholders and the Units to be issued in connection with the Registration Statement. Based upon the foregoing, and upon our examination of such questions of law and statutes as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Partnership has been duly created and is validly existing in good standing as a limited partnership under the Act. 2. Assuming (i) the due authorization, execution and delivery to the General Partner of a Subscription Agreement by each Unitholder, (ii) the due acceptance by the General Partner of each Subscription Agreement and the due acceptance by the General Partner of the admission of the Unitholders as beneficial owners of the Partnership to the Partnership, (iii) the payment by each Unitholder to the Partnership of the full consideration due from it for the Units subscribed to by it, (iv) that the books and records of the Partnership set forth all information required by the Agreement and the Act, including all information with respect to all persons and entities to be admitted as Unitholders and their contributions to the Partnership, and (v) that the Units are offered and sold as described in the Registration Statement and the Agreement, the Units to be issued to the Unitholders will be validly issued and, subject to the qualifications set forth herein, will be fully paid and nonassessable beneficial interests in the Partnership, as to which the Unitholders, as beneficial owners of the Partnership, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit, subject to the obligation of a Unitholder to make contributions required to be made by it to the Partnership, to make other payments provided for in the Agreement and to repay any funds wrongfully distributed to it from the Partnership. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states (including the state of Delaware) to the sale of the Units. This opinion speaks as of the date hereof, and we assume no obligation to update this opinion as of any future date. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. This opinion shall not be used by any other person for any purpose without our written consent. Very truly yours, HENDERSON & LYMAN -----END PRIVACY-ENHANCED MESSAGE-----