-----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, SawzH67m7QSgyN4r38KlpzVzpOmabzQErd1WR6mv5H9eMbKmL5M3v5L0C7ISzk9e atsHdg4d+boflrwR/qzI/Q== 0000950144-96-003209.txt : 19960607 0000950144-96-003209.hdr.sgml : 19960607 ACCESSION NUMBER: 0000950144-96-003209 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 033-31234 FILED AS OF DATE: 19960606 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JORDAN AMERICAN HOLDINGS INC CENTRAL INDEX KEY: 0000855663 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FURNITURE & HOME FURNISHINGS [5020] IRS NUMBER: 650142815 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-31234 FILM NUMBER: 96577739 BUSINESS ADDRESS: STREET 1: 1875 SKI TIME SQUARE STE ONE CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80487 BUSINESS PHONE: 3038791189 MAIL ADDRESS: STREET 1: 7126 BENEVA RD CITY: SARASOTA STATE: FL ZIP: 34238-2804 FORMER COMPANY: FORMER CONFORMED NAME: CHRISTIAN PURCHASING NETWORK INC DATE OF NAME CHANGE: 19920703 POS AM 1 JORDAN AMERICAN HOLDINGS POS AM #4 TO S-1 ON S-3 1 As filed with the Securities and Exchange Commission on June 6, 1996 Registration No. 33-31234 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-3(1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JORDAN AMERICAN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida 65-0142815 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) JORDAN AMERICAN HOLDINGS, INC. 1875 SKI TIME SQUARE DRIVE, SUITE ONE STEAMBOAT SPRINGS, COLORADO 80487 (970) 879-1189 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ FREDERICK A. WHITTLESEY 1875 SKI TIME SQUARE DRIVE, SUITE ONE STEAMBOAT SPRINGS, COLORADO 80487 (970) 879-1189 - -------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- Copies of Communications to: WILLIAM C. PHILLIPPI, P.A. BROAD AND CASSEL 201 SOUTH BISCAYNE BOULEVARD, SUITE 3000 MIAMI, FLORIDA 33131 ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] (1)Pursuant to Rule 429, this Registration Statement serves as Post-Effective Amendment No. 4 to the Registrant's Registration Statement on Form S-1, File No. 33-31234. ================================================================================ 2 -------------------------
CALCULATION OF REGISTRATION FEE ========================================================================================================================== Proposed Amount Proposed Maximum Maximum Amount of Title of Each Class of Securities to be Registered to be Offering Price Per Aggregate Registration Registered Security (1) Offering Price Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock underlying Public Warrants (2) . . . . 1,112,910 $2.50 $2,782,275.00 (5) Common Stock included in Units underlying Underwriter's Warrants (3) . . . . . . . . . . . . 222,725 $2.58 $574,631.00 (5) Common Stock underlying Unit Warrants underlying the Underwriter's Warrants (4) . . . . . . . . . . 111,362 $3.00 $ 334,086.00 (5) - -------------------------------------------------------------------------------------------------------------------------- Total Registration Fee . . . . . . . . . . . . . . (5) ==========================================================================================================================
__________________ (1) The Proposed Maximum Offering Price Per Security is estimated solely for purpose of calculating the registration fee pursuant to Rule 457(g) based on the higher of the exercise price per share of the warrants or the price of the common stock determined in accordance with Rule 457(c). (2) Represents shares underlying warrants ("Public Warrants") sold to the public in the Company's initial public offering ("IPO") in 1990. Two Public Warrants entitled the holder to purchase one share of common stock for $2.50. (3) Represents shares of common stock underlying the warrants ("Underwriter's Warrants") sold to the underwriter in the IPO. Each Underwriter's Warrant entitles the holder to purchase a unit consisting of five shares of common stock and five warrants (the "Unit Warrants") for $12.90. (4) Represents shares of common stock issuable upon exercise of the Unit Warrants included within each Underwriter's Warrant. Two Unit Warrants entitle the holder to purchase one share of common stock for $3.00. (5) Fee previously paid in connection with SEC File No. 33-31234. Pursuant to Rule 429, this Registration Statement serves as Post-Effective Amendment No. 4 to the Registrant's Registration Statement on Form S-1, File No. 33-31234. 3 JORDAN AMERICAN HOLDINGS, INC. CROSS REFERENCE SHEET
REGISTRATION STATEMENT ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS ----------------------- ---------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus Outside Front Cover Page of Prospectus. 2. Inside Front and Outside Back Cover Page of Inside Front and Outside Back Pages of Prospectus Prospectus. 3. Summary Information, Risk Factors and Ratio Prospectus Summary; Risk Factors of Earnings to Fixed Charges. 4. Use of Proceeds. Use of Proceeds 5. Determination of Offering Price. Not Applicable 6. Dilution. Not Applicable 7. Selling Security Holders. Selling Shareholder 8. Plan of Distribution. Outside Front Cover Page of Prospectus; Selling Shareholder; Plan of Distribution 9. Description of Securities to be Regis- Not Applicable tered. 10. Interest of Named Experts and Counsel. Experts 11. Material Changes. Not Applicable 12. Incorporation of Certain Information by Incorporation of Certain Documents by Reference Reference. 13. Disclosure of Commission Position on Description of Securities - Indemnification of Indemnification for Securities Act Directors and Officers Liabilities.
4 PROSPECTUS 1,446,997 SHARES JORDAN AMERICAN HOLDINGS, INC. COMMON STOCK Jordan American Holdings, Inc. (the "Company") hereby offers a total of 1,446,997 shares of its common stock, $.001 par value (the "Common Stock"). Of this amount, 1,112,910 shares are issuable upon the exercise of warrants (the "Public Warrants") sold to investors in the Company's 1990 initial public offering. Two Public Warrants originally entitled the holder to purchase one share of Common Stock at an exercise price of $3.20 on or before June 5, 1995. The Public Warrants were amended as of May 24, 1995, to reduce the exercise price to $2.50 and to extend their expiration date for a period of five years to June 5, 2000. The other 334,087 shares of Common Stock that the Company is hereby offering are issuable upon the exercise of 44,545 warrants (the "Underwriter's Warrants") held by W. Neal Jordan, a principal shareholder and the President, Chief Executive Officer and Chairman of the Board of the Company (the "Selling Shareholder"). Each Underwriter's Warrant previously entitled the holder to purchase a unit (the "Unit") consisting of five shares of common stock and five warrants (the "Unit Warrants") for $16.50. Two Unit Warrants previously entitled the holder to purchase one share of Common Stock for $3.84. The Underwriter's Warrants originally were to expire on dates ranging from September 27, 1995, to January 8, 1996. The Underwriter's Warrants and the Unit Warrants were also amended as of May 24, 1995, (1) to reduce the exercise price of the Underwriter's Warrants to $12.90 per Unit; (2) so that two Unit Warrants entitle the holder to purchase one share of Common Stock for $3.00; and (3) to extend their respective expiration dates for a period of five years to dates ranging from September 27, 2000, to January 8, 2001. The shares issuable upon exercise of the Underwriter's Warrants and the Unit Warrants are being registered for resale upon exercise by the Selling Shareholder. The Selling Shareholder and the holders of the Public Warrants, the Underwriter's Warrants and the Unit Warrants may sell the shares of Common Stock registered hereby from time to time in the public market. See "Plan of Distribution". The Company will receive the proceeds from the exercise of the Public Warrants, the Underwriter's Warrants and the Unit Warrants but not from the sale by the Selling Shareholder of the shares of Common Stock registered hereby. The Company is obligated to register (i) the shares of Common Stock underlying the Public Warrants, pursuant to the terms of the Public Warrants and (ii) the shares of Common Stock underlying the Underwriter's Warrants and the Unit Warrants, and the resale thereof by the Selling Shareholder, pursuant to the terms of the Underwriter's Warrants. For all purposes hereunder, the shares of Common Stock underlying the Public Warrants, the Underwriter's Warrants and the Unit Warrants may sometimes be collectively referred to herein as the "Registered Securities". 5 The Common Stock and the Public Warrants are quoted on the NASDAQ SmallCap Market(R) under the symbols JAHI and JAHI-W. On April 30, 1996, the respective averages of the bid and asked prices of the Common Stock and the Public Warrants reported on the NASDAQ SmallCap Market(R) were $0.97 per share and $0.19 per warrant. ------------------------- THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY SUCH PERSONS CAPABLE OF BEARING THE ECONOMIC RISK OF SUCH INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 6. ------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------
- ------------------------------------------------------------------------------------------------------------ Underwriting Price to Discounts and Proceeds to Public(1) Commissions(2) Company(3) - ------------------------------------------------------------------------------------------------------------ Exercise of Public Warrants Per Warrant . . . . . . . . . . . . . . $2.50 -0- $2.50 Total . . . . . . . . . . . . . . . . . $2,782,275 -0- $2,782,275 Exercise of Underwriter's Warrants Per Warrant . . . . . . . . . . . . . . $12.90 -0- $12.90 Total . . . . . . . . . . . . . . . . . $574,631 -0- $574,631 Exercise of Unit Warrants Per Warrant . . . . . . . . . . . . . . $3.00 -0- $3.00 Total . . . . . . . . . . . . . . . . . $334,086 -0- $334,086 TOTAL . . . . . . . . . . . . . $3,690,992 -0- $3,690,992 - ------------------------------------------------------------------------------------------------------------
(1) See "Plan of Distribution" for pricing and selling arrangements. (2) The Company is not employing the services of an Underwriter in connection with this Offering. (3) Does not take into account expenses in connection with this Offering estimated at $36,195, which include filing, printing, legal, accounting, transfer agent and other miscellaneous fees, which the Company is responsible for paying. The date of this Prospectus is ____________, 1996 6 ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of each such document may be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Company has filed with the Commission a Registration Statement on Form S-1 (collectively with any amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities being offered by this Prospectus. This Prospectus does not contain all of the information set forth in the Registration Statement and the schedules and exhibits thereto. For further information with respect to the Company and the Common Stock, reference is hereby made to the Registration Statement and to the exhibits filed as a part hereof. The statements contained in this Prospectus as to the contents of any contract or other document identified as exhibits in this Prospectus are not necessarily complete and, in each instance, reference is made to a copy of such contract or document filed as an exhibit to the Registration Statement, each statement being qualified in any and all respects by such reference. The Registration Statement, including exhibits, may be inspected without charge at the principal reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may be obtained upon payment of fees prescribed by the Commission from the Public Reference Section of the Commission at its principal office in Washington, D.C. set forth above. The Company's Common Stock and Public Warrants are respectively quoted on the NASDAQ SmallCap Market(R) under the symbols "JAHI" and "JAHI-W." All of the reports required to be filed by the Company with NASDAQ and other information concerning the Company can be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006. 2 7 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated in this Prospectus by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995; (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996; (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form S-1 filed with the Commission on March 19, 1992 (File No. 33-43325). All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ---------------------- Copies of such documents (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference) are available, without charge, to any person, including any beneficial owner, to whom this Prospectus is delivered on written or oral request to Jordan American Holdings, Inc., 1875 Ski Time Square Drive, Suite One, Steamboat Springs, Colorado, 80487, Attention: Frederick A. ("Rick") Whittlesey, telephone number (970) 879-1189. 3 8 PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and financial statements (including the notes thereto) appearing elsewhere in or incorporated by reference into this Prospectus. Each investor is urged to read this Prospectus in its entirety and to particularly consider the information set forth under the heading "Risk Factors." THE COMPANY Jordan American Holdings, Inc. (the "Company") is an investment advisory firm that conducts business under the name "Equity Assets Management" and engages in business as a money manager of equity portfolios held by individuals, corporations, foundations and individual retirement, corporate and group pension and profit-sharing plans. Management Securities, Inc., a wholly-owned subsidiary of the Company, is a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. The Company's principal executive offices are located at 1875 Ski Time Square Drive, Suite One, Steamboat Springs, Colorado 80487. Its telephone number is (970) 879-1189. THE OFFERING The Company is hereby offering a total of 1,446,997 shares of Common Stock. Of this amount, 1,112,910 shares of Common Stock are issuable to the holders of the Public Warrants. As amended, two Public Warrants entitle the holder to purchase one share of Common Stock for $2.50. The Public Warrants, as amended, expire on June 5, 2000. The other 334,087 shares of Common Stock that the Company is hereby offering are issuable pursuant to the Underwriter's Warrants and the Unit Warrants contained within the Underwriter's Warrants held by W. Neal Jordan, a principal shareholder and the President, Chief Executive Officer and Chairman of the Board of the Company (the "Selling Shareholder"). Each Underwriter's Warrant, as amended, entitles the holder to purchase a unit consisting of five shares of Common Stock and five warrants (the "Unit Warrants") for $12.90. Two Unit Warrants, as amended, entitle the Holder to purchase one share of Common Stock for $3.00. The amended Underwriter's Warrants and Unit Warrants expire on dates ranging from September 27, 2000, to January 8, 2001. The Selling Shareholder may sell the Shares registered hereby from time to time in the public market at prevailing prices. The Company will receive proceeds only from the exercise of the above-described warrants. Common Stock Outstanding Prior to this Offering (1) . . . . . . . . . . . . . 10,851,544 shares Common Stock to be Outstanding After this Offering (2) . . . . . . . . . . . . . . . 12,298,541 shares Use of Proceeds . . . . . . . . . . . . . . . . . . . Any proceeds received by the Company on the exercise of the warrants will be used for working capital and general corporate purposes. See "Use of Proceeds."
4 9 Risk Factors . . . . . . . . . . . . . . . . . . . . Prospective purchasers should carefully consider risks concerning the Company and its business discussed in this Prospectus. NASDAQ Symbol . . . . . . . . . . . . . . . . . . . . JAHI (Common Stock) JAHI-W (Public Warrants)
- ------------------ (1) Does not include 517,359 shares issuable upon the exercise of stock options granted pursuant to the Company's 1991 Stock Option Plan as of April 1, 1996, or 97,200 shares issuable upon the exercise of stock options granted outside the 1991 Stock Option Plan as of April 1, 1996. (2) Assumes the exercise of the Public Warrants, the Underwriter's Warrants and the Unit Warrants. 5 10 RISK FACTORS An investment in the Company is speculative and involves a high degree of risk. It is impossible to foresee and describe all of the risks; business, economic and financial factors; and conflicts of interest that may affect the Company. Prospective purchasers and their advisors, if any, should carefully consider, among other things, the following risk factors before purchasing such shares of Common Stock. 1. Dependence on Key Personnel. The success of the Company is largely dependent upon W. Neal Jordan, who devotes his full time to the affairs of the Company. Mr. Jordan became the Chairman of the Board, President and Chief Executive Officer effective August 1, 1995, upon the resignation of his predecessor. The Company may be materially and adversely affected if it were to lose the services of Mr. Jordan, as it is possible that many current clients would choose to take their managed accounts elsewhere. However, the Company believes that, because of greater management depth and improved management information systems, this may not necessarily occur, although there is no assurance either way. In addition, the Company maintains insurance on Mr. Jordan in the amount of $3,750,000 related to the Company's February 1993 preferred stock offering with the holder of the preferred stock named as the beneficiary. 2. Risks Inherent in the Securities Industry. The securities business in which the Company engages is subject to various risks and intense government regulation. The Company, like all other companies involved in the securities industry, will be directly affected by fluctuations in the securities markets. Such fluctuations are influenced by national and international economic and political conditions, trends in business and finance, and other factors, many of which are beyond the control of the Company. 3. Litigation. Many aspects of the financial services industry involve substantial risks of liability, including exposure to substantial liability under Federal and state securities laws in connection with the distribution of securities and investment adviser activities. The Company currently does not maintain errors and omissions insurance policies insuring it against these risks. The Company recently defended an arbitration proceeding instituted by the personal representatives of a deceased client and is awaiting the decision of the arbitration panel as of the date of this Prospectus. For a description of the matter, please see Item 3 entitled "Legal Proceedings" in the Company's Form 10-KSB for the year ended December 31, 1995, which is incorporated herein by reference. An adverse outcome in such proceeding may have a material adverse effect on the Company. 4. Possibility of Adverse Regulatory Impact. Investment advisers, commodities trading advisers and broker-dealers are highly regulated by both Federal and state authorities. Among other things, the Securities and Exchange Commission (the "Commission") and the Commodities Futures Trading Commission regulate all aspects of the securities and futures business. Such regulation may restrict the types of investments that the Company may offer. In addition, self-regulatory organizations, such as the National Association of Securities Dealers, Inc. ("NASD"), require compliance with their rules and regulations. There are stringent provisions 6 11 with respect to the net capital requirements applicable to securities broker-dealers. There can be no assurance that any changes to existing laws, rules, regulations or rulings promulgated by governmental entities having jurisdiction over the Company's current and future financial service activities will not have an adverse effect on the business of the Company, and/or that the Company will be able to comply with all applicable laws and regulations. Failure to comply with any of these laws, rules or regulations could result in fines, suspension or expulsion, which could have a material adverse affect upon the Company. The regulatory authorities are charged with protecting the interests of the public rather than those of the Company or its creditors or shareholders. 5. Conflicts of Interest. By law, investment advisers, commodities trading advisers and broker-dealers are fiduciaries and are required to serve their clients' interests with undivided loyalty. Because of the potential conflicts of interest created by the affiliation between the Company and MSI, these arrangements may be closely examined by the Commission in order to determine that any transactions are conducted within the rules and regulations promulgated by the Commission. Findings to the contrary may subject the Company to fines and other liabilities or cause the Company to change its method of doing business, any of which may have a material adverse effect on the Company. The Commission requires that these arrangements be in the best interest of the clients and that such arrangements be disclosed to them. In addition, because a substantial portion of the Company's outstanding Common Stock and all of its outstanding preferred stock are held in the Company's client accounts, other conflicts of interest may arise. While the Company believes that its existing relationships are in compliance with applicable law and regulations, any findings to the contrary may have a material adverse effect on the Company. 6. Recruitment of Additional Personnel. The Company's ongoing business activities are dependent on highly skilled and experienced individuals. The Company has devoted, and will devote, considerable efforts to recruiting skilled individuals. Competition for highly skilled personnel is intense and the Company may have to provide qualified personnel with competitive compensation packages, equity participation and other benefits, which may limit the working capital available for the Company's operations. No assurance can be given that the Company will be able to obtain such employees when needed or on terms acceptable to the Company. 7. Competition. All aspects of the financial services industry are highly competitive. In addition to competition from other investment advisers, commodity trading advisers, broker-dealers and mutual fund managers, the Company and the financial services industry are in competition with investment alternatives offered by insurance companies, banks, securities dealers and other financial institutions. Many of these entities have substantially greater resources, greater operating efficiencies and offer a larger variety of financial resources. 8. Control of the Company. Mr. Jordan presently owns approximately 41% of the Company's outstanding Common Stock. Mr. Jordan and other officers and directors of the Company own approximately 45% of the Company's outstanding Common Stock. Accordingly, Mr. Jordan and the other officers and directors may be able, among other things, to elect the entire Board of Directors and to control the affairs of the Company. 7 12 9. Issuance of Additional Preferred Stock. The Board of Directors is empowered, without shareholder approval, to issue another 2,000,000 shares of preferred stock with dividend, liquidation, conversion, voting or other rights, as determined by the Board of Directors, which could adversely affect the voting power or other rights of the holders of the Company's Common Stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change of control of the Company. The Company has no present intention to issue any additional shares of its preferred stock. However, there can be no assurance that the Company will not issue shares of its preferred stock at some time in the future. 10. No Dividends. No cash dividends have been paid by the Company on its Common Stock and the Company does not anticipate paying cash dividends on the Common Stock in the foreseeable future. There can be no assurance that cash dividends will be paid at any future time. 11. Volatile Market and Limited Trading Market. The trading price of the Company's securities could be subject to significant fluctuations in response to variations in quarterly operating results and other factors. The Company has a limited trading market and there is no assurance that a more active market will develop, or if developed, would be sustained. 12. Dilution from Exercise of Outstanding Options and Warrants. Pursuant to the Company's 1991 Stock Option Plan (the "Plan"), there are outstanding stock options to purchase an aggregate 517,359 shares of Common Stock and there are 431,641 shares available for future grant under the Plan as of April 1, 1996. There are also outstanding options to purchase an aggregate 97,200 shares of Common Stock that were granted outside of the Plan as of April 1, 1996. In addition, there are currently outstanding 2,225,820 Public Warrants for the purchase of 1,112,910 shares of Common Stock, at a current exercise price of $2.50 per share, which were issued in connection with the Company's initial public offering ("IPO") and warrants issued to the underwriter of the IPO for the purchase of 222,725 shares at a current exercise price of $2.58 per share and 111,362 shares at a current exercise price of $3.00 per share. To the extent that the outstanding stock options or warrants are exercised, or additional options are granted and exercised, the interests of the Company's shareholders will be diluted. Moreover, the terms upon which the Company will be able to obtain additional equity capital may be adversely affected because the holders of the outstanding options and warrants can be expected to exercise them at a time when the Company would in all likelihood, be able to obtain any needed capital on terms more favorable to the Company than those provided in the outstanding options and warrants. 13. Shares Eligible for Future Sale. A significant number of the shares of the Company's outstanding Common Stock is available for sale in the public marketplace. No prediction can be made as to the effect, if any, that sales of shares of Common Stock by the selling shareholders or the availability of such shares for sale will have on market prices prevailing from time to time. Nevertheless, the possibility that substantial amounts of Common Stock may be sold in the public market may adversely affect prevailing prices for the Common Stock, and could impair the Company's ability to raise additional capital through the sale of its equity securities, if the Company deemed it necessary to raise such additional capital. 8 13 14. Listing Maintenance Criteria for NASDAQ System; Disclosure Relating to Low-Priced Stocks. The National Association of Securities Dealers, Inc. (the "NASD") which administers NASDAQ, requires that, in order for a company's securities to continue to be listed on the NASDAQ SmallCap Market(R), the Company must maintain $2,000,000 in total assets, a $200,000 market value of the public float and $1,000,000 in total capital and surplus. In addition, continued inclusion requires two market-makers and a minimum bid price of $1.00 per share; provided, however, that, if the Company falls below such minimum bid price, it will remain eligible for continued inclusion on NASDAQ if the market value of the public float is at least $1,000,000 and the Company has $2,000,000 in capital and surplus. The failure to meet these listing maintenance criteria in the future may result in the discontinuance of the inclusion of the Company's Common Stock on the NASDAQ SmallCap Market(R). In such event, trading, if any, in the Company's Common Stock may then continue to be conducted in the non-NASDAQ over-the-counter market. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Company's Common Stock. In addition, sales of the Company's Common Stock would be subject to a rule promulgated by the Commission that imposes various sales practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors if the Company fails to meet certain criteria set forth in such rule. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. Consequently, the rule may have an adverse effect on the ability of broker-dealers to sell the Company's Common Stock and may affect the ability of holders to sell their shares in the secondary market. USE OF PROCEEDS The gross proceeds that the Company would receive from the exercise of all of the Public Warrants, the Underwriter's Warrants and the Unit Warrants would be $3,690,992. The Company intends to use such proceeds, the receipt of which no assurance can be given, for working capital and general corporate purposes. SELLING SHAREHOLDER The Selling Shareholder may resell up to 334,087 shares of Common Stock registered hereunder from time to time in the public market. The Company will receive no proceeds from the sale of Common Stock by the Selling Shareholder. The Company is bearing all expenses (other than selling commissions or any fees and disbursements of counsel to such Shareholder) in connection with the registration of the shares of Common Stock pursuant to the terms of the Underwriter's Warrants. The sale of shares of Common Stock by the Selling Shareholder may be effected from time to time in transactions (which may include block transactions) in the NASDAQ SmallCap Market(R), in negotiated transactions, through the writing of options on the Common Stock, or a combination of such methods of sale, at fixed prices which may be changed, at market prices 9 14 prevailing at the time of sale, or at negotiated prices. The Selling Shareholder may effect such transactions by selling the Common Stock directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder and the purchasers of Common Stock for which such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). The Selling Shareholder and any broker-dealers that act in connection with the sale of the Common Stock may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act. PLAN OF DISTRIBUTION GENERAL Of the 1,446,997 shares being offered hereby, 1,112,910 shares are being offered by the Company for the exercise of the Public Warrants, and 222,725 shares are being offered by the Company for the exercise of Underwriter's Warrants, and 111,362 shares are being offered by the Company for the exercise of the Unit Warrants, all of which were warrants previously issued by the Company. None of the shares are being offered through underwriters and no arrangements have been made with any outside broker, dealer or underwriter for the resale of the shares offered hereby. PROCEDURE FOR EXERCISE OF WARRANTS The Public Warrants, the Underwriter Warrants and the Unit Warrants may be exercised by the holder by the surrender of the warrant certificate to the Company's Warrant Agent, together with proper payment of the exercise price. Payment for the shares of the Common Stock issuable upon exercise of the warrants must be made in cash, bank draft or official bank or cashier's check, payable to the order of the Company. Upon surrender of the warrant, the Warrant Agent will issue, on behalf of the Company, a certificate or certificates in the name of the holder for the largest number of full shares to which the holder is entitled. The warrant certificates accompanied by payment in full must be received by the Warrant Agent for the warrants to be deemed exercised. The warrant certificates, together with the proper payment, must reach the Warrant Agent before the expiration dates of the respective warrants. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Articles of Incorporation and the Florida Business Corporation Act provide for indemnification of directors and officers against certain liabilities. Pursuant to the Company's Articles of Incorporation, directors and officers of the Company are indemnified, to the fullest extent available under Florida law, against liability and expenses actually and reasonably incurred in connection with threatened, pending or completed proceedings, whether civil, criminal or administrative, to which a director or an officer is, was or is threatened to be 10 15 made a party by reason of the fact that he or she is or was a director, officer, employee or agent of the Company. The Company may advance expenses in connection with defending any such proceeding, provided the indemnitee undertakes to repay any such amounts if it is later determined that he or she was not entitled to be indemnified by the Company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. EXPERTS The consolidated financial statements of Jordan American Holdings, Inc. and subsidiaries as of December 31, 1995, and for the year then ended, incorporated by reference herein, have been included herein in reliance upon the report of Arthur F. Bell, Jr. & Associates, L.L.C., independent certified public accountants, included therein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Jordan American Holdings, Inc. and subsidiaries as of December 31, 1994, and for the year then ended, incorporated by reference herein, have been included herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, included therein, and upon the authority of said firm as experts in accounting and auditing. 11 16 =================================================== =================================================== No dealer, salesperson, or other person 1,446,997 Shares has been authorized to give any information or to make any representation in connection with this offering other than those contained in this Prospectus and, if given or made, such information JAHI or representation must not be relied upon as having been authorized by the Company or the Selling Shareholders. This Prospectus does not JORDAN AMERICAN constitute an offer to sell or a solicitation of HOLDINGS, INC. an offer to buy any of the securities to which it relates in any state to any person whom it is unlawful to make such offer or solicitation in such state. COMMON STOCK --------------------- -------------------- TABLE OF CONTENTS P R O S P E C T U S PAGE ---- -------------------- Additional Information . . . . . . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . 3 Prospectus Summary . . . . . . . . . . . . . 4 ____________, 1996 Risk Factors . . . . . . . . . . . . . . . . 6 Use of Proceeds . . . . . . . . . . . . . . . 9 Selling Shareholder . . . . . . . . . . . . . 9 Plan of Distribution . . . . . . . . . . . . 10 Indemnification of Directors and Officers . . . . . . . . . . . . . . . 10 Experts . . . . . . . . . . . . . . . . . . . 11 =================================================== ===================================================
17 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.* The following table sets forth the estimated expenses to be incurred in connection with the issuance and distribution of the securities offered hereby. The Company is responsible for the payment of all expenses in connection with the Offering. Registration fee under the Securities Act of 1933 . . . . . . . . . . . . . . . . $ -0- Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,195 Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000 Legal fees and disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000 Accounting fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 ------ Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,195 - ------------------ ======
* Estimated, except as to SEC filing fees. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Articles of Incorporation and the Florida Business Corporation Act provide for indemnification of directors and officers against certain liabilities. Pursuant to the Company's Articles of Incorporation, officers and directors of the Company are indemnified, to the fullest extent available under Florida law, against expenses actually and reasonably incurred in connection with threatened, pending or completed proceedings, whether civil, criminal or administrative, to which an officer or director is, was or is threatened to be made a party by reasons of the fact that he or she is or was an officer, director, employee or agent of the Company. The Company may advance expenses in connection with defending any such proceeding, provided the indemnitee undertake to repay any such amounts if it is later determined that he or she was not entitled to be indemnified by the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. II-1 18 ITEM 16. EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement). 4.2 Specimen Warrant Certificate for Public Warrants issued in the 1990 public offering (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement). 4.3 Warrant Agreement for Public Warrants.* 4.4 Form of Amendment to Warrant Agreement for Public Warrants.* 4.5 Underwriter's Warrants.* 4.6 Forms of Amendments to Underwriter's Warrants.* 5.1 Opinion of Broad and Cassel.* 23.1 Consent of Broad and Cassel (included as part of Exhibit 5.1).* 23.2 Consent of Arthur F. Bell, Jr. & Associates L.L.C., independent auditors.** 23.3 Consent of KPMG Peat Marwick LLP, independent auditors.** 24.1 Powers of Attorney (included on the Signature Page of this Registration Statement). ITEM 17. UNDERTAKINGS. The Company hereby undertakes: (1) To file, during any period in which offers or sells securities, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any additional or changed material information on the plan of distribution. __________________________________ *Previously filed. **Filed herewith. II-2 19 (2) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (4) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. II-3 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Steamboat Springs, State of Colorado on this 6 day of June, 1996. JORDAN AMERICAN HOLDINGS, INC. Dated: June 6, 1996 By: /s/ W. Neal Jordan ----------------------------------- W. Neal Jordan, President Each person whose signature appears below constitutes and appoints W. Neal Jordan, Charles R. Clark and Frederick A. Whittlesey, or any one of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the Registrant any and all amendments (including post- effective amendments) to this Registration Statement, and any registration statement relating to the offering hereunder pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ W. Neal Jordan Chairman of the Board June 6, 1996 - ---------------------------------- President and Chief Executive W. Neal Jordan Officer and Director /s/ Charles R. Clark Senior Vice President and June 6, 1996 - ---------------------------------- Chief Operating Officer and Director Charles R. Clark /s/ Frederick A. Whittlesey Secretary, Treasurer, Vice June 6, 1996 - ---------------------------------- President, and Chief Financial Frederick A. Whittlesey Officer /s/ Richard O. Donegan Director June 6, 1996 - ---------------------------------- Richard O. Donegan /s/ Thomas H. Towler Director June 6, 1996 - ---------------------------------- Thomas H. Towler /s/ L. Christopher Bensen Director June 6, 1996 - ---------------------------------- L. Christopher Bensen
II-4 EX-23.2 2 CONSENT OF ARTHUR F. BELL, JR. & ASSOCIATES, LLC 1 EXHIBIT 23.2 2 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference into this Registration Statement on Form S-3 of our report dated March 18, 1996, on our audit of the consolidated financial statements of Jordan American Holdings, Inc. ("JAHI"), as of December 31, 1995, and for the year ended December 31, 1995, which report appears in JAHI's Annual Report on Form 10-KSB for the year ended December 31, 1995. Arthur F. Bell, Jr. & Associates, L.L.C. Lutherville, Maryland June 3, 1996 EX-23.3 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.3 2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-3 of Jordan American Holdings, Inc. ("JAHI") of our report dated February 10, 1995, relating to the consolidated financial statements of JAHI as of and for the year ended December 31, 1994, which report appears in JAHI's Annual Report on Form 10-KSB for the year ended December 31, 1994, and the reference to our firm under the heading "Experts" in the registration statement. KPMG Peat Marwick LLP Tampa, Florida June 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----