-----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, D0Ok0faQJYvZ9gQO3JZN4gERHAnKuRk4HQKsHQzWYKWTGf5JHv2MVN8236g0PJYQ 0ZNegy054xr0/Bz+ABC8GQ== 0000927016-98-002681.txt : 19980717 0000927016-98-002681.hdr.sgml : 19980717 ACCESSION NUMBER: 0000927016-98-002681 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980716 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-34897 FILM NUMBER: 98667445 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 424B3 1 FORM 424B3 PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3) To Prospectus Dated May 26, 1998 Registration No. 333-34897 As Supplemented to Date 1,500,000 Shares CAREY INTERNATIONAL, INC. COMMON STOCK -------------------------------- This Prospectus Supplement (the "Supplement") supplements Carey International, Inc.'s Prospectus dated May 26, 1998 (the "Prospectus") that forms a part of its Registration Statement on Form S-4 (File No. 333-34897), as amended to date, by providing the Company's results of operations for the three- month period ended May 31, 1998, together with comparable results for the three- month period ended May 31, 1997. This information is derived from unaudited financial statements that reflect, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The operating results for the period ended May 31, 1998 are not necessarily indicative of results to be expected for the year ended November 30, 1998 or any future period. This Supplement should be read in conjunction with the Prospectus. Capitalized terms used but not defined in this Supplement shall have the meanings given them in the Prospectus. For a more detailed description of the Company's results of operations for the three-month period ended May 31, 1998 (including footnote disclosure in connection therewith), reference is made to the Company's Quarterly Report on Form 10-Q filed with the Commission on July 14, 1998. [See operating results on next page.] The date of this Prospectus Supplement is July 16, 1998. CAREY INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended May 31, -------------------------- 1997 1998 ------------ ------------ (Unaudited) Revenue, net $18,690,072 $30,800,199 Cost of revenue 12,194,860 20,682,528 ----------- ----------- Gross profit 6,495,212 10,117,671 Selling, general and administrative expense 4,505,610 6,920,262 ----------- ----------- Operating income 1,989,602 3,197,409 Other income (expense): Interest expense (424,258) (129,335) Interest income 29,440 124,208 Gain on sales of fixed assets 18,999 46,572 ----------- ----------- Income before provision for income taxes 1,613,783 3,238,854 Provision for income taxes 605,496 1,350,731 ----------- ----------- Net income $ 1,008,287 $ 1,888,123 =========== =========== Net income per common share - basic/1/ $ 0.67 $0.23 =========== =========== Net income per common share - diluted/1/ $ 0.26 $0.22 =========== =========== Weighted average common shares used in computing net income per common share - basic/1/ 1,503,718 8,045,668 =========== =========== Weighted average common shares used in computing net income per common share - diluted/1/ 4,218,119 8,597,725 =========== =========== Pro forma net income per common share - basic/2/ $ 0.25 =========== Pro forma net income per common share - diluted/2/ $ 0.25 =========== Pro forma weighted average common shares used in computing net income per common share - basic/2/ 4,003,513 =========== Pro forma weighted average common shares used in computing net income per common share - diluted/2/ 4,304,172 ===========
/1/ Basic net income per common share has been computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share has been computed by dividing net income by the weighted average number of common shares outstanding plus an assumed increase in common shares outstanding for dilutive securities. Dilutive securities consist of convertible securities which are dilutive, preferred stock, and options and warrants to acquire Common Stock for a specified price and for which the dilutive effect is measured using the treasury method. /2/ The Company has recalculated historical weighted average common shares outstanding and net income per common share to give effect to a recapitalization effected by the Company during fiscal 1997. -----END PRIVACY-ENHANCED MESSAGE-----