-----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, JSdGdWU/Pac3TrJFBenAzFPE3ZEDOL2Lur6CvtuhkYQnKsF70TfKN2Nf6gCXmntJ xZbUN7HkA0Y+L2wHqiqUmg== 0000950170-96-000864.txt : 19960927 0000950170-96-000864.hdr.sgml : 19960927 ACCESSION NUMBER: 0000950170-96-000864 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-08657 FILED AS OF DATE: 19960925 EFFECTIVENESS DATE: 19960925 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANSUR INDUSTRIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-12721 FILM NUMBER: 96634588 BUSINESS ADDRESS: STREET 1: 8425 SW 129 TERRACE CITY: MIAMI STATE: FL ZIP: 33156 BUSINESS PHONE: 3052326768 MAIL ADDRESS: STREET 1: 8425 SW 129TH TERRACE CITY: MIAMI STATE: FL ZIP: 33156 S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996 REGISTRATION STATEMENT NO. 333- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ----------------------------------------------------------------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - ----------------------------------------------------------------------------- MANSUR INDUSTRIES INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 3599 65-0226813 (STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. Employer INCORPORATION OR ORGANIZATION) Classification Code Number) Identification No.) PAUL I. MANSUR CHIEF EXECUTIVE OFFICER 8425 S.W. 129TH TERRACE MANSUR INDUSTRIES INC. MIAMI, FLORIDA 33156 8425 S.W. 129TH TERRACE (305) 232-6768 MIAMI, FLORIDA 33156 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (305) 232-6768 NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND INCLUDING AREA CODE, OF REGISTRANT'S PRIN- TELEPHONE NUMBER, CIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE) - ----------------------------------------------------------------------------- WITH COPIES TO: - ----------------------------------------------------------------------------- GARY M. EPSTEIN, ESQ. LAWRENCE B. FISHER, ESQ. GREENBERG, TRAURIG, HOFFMAN, ORRICK, HERRINGTON & SUTCLIFFE LLP LIPOFF, ROSEN & QUENTEL, P.A. 666 FIFTH AVENUE 1221 BRICKELL AVENUE NEW YORK, NEW YORK 10103 MIAMI, FLORIDA 33131 (212) 506-5000 (305) 579-0500
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, 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 number of the earlier effective registration statement for the same offering. [X] 333-08657 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. [ ] CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE Common Stock, $.001 par value 1,150,000 shares(2) $8.00 per share $ 9,200,000 $ 3,172.41 Common Stock, $.001 par value 150,000 Shares(3) $8.00 per Share $ 1,200,000 $ 413.79 Representative's Warrants 100,000 Warrants(4) $.001 per Warrant $ 100 (5) Common Stock, $.001 par value 100,000 Shares(6) $9.60 per Share $ 960,000 $ 331.04 Total Registration Fee $ 3,917.24(7)
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457. (2) Includes 150,000 Shares subject to the Underwriters' over-allotment option. (3) Shares of Common Stock being registered for the account of certain stockholders of the Registrant, which shares, as of the closing of this offering, will be automatically issued upon conversion of $1,012,500 in principal amount of Convertible Redeemable Notes due June 10, 1997. (4) To be issued to the Representative, as set forth on the cover page of the Prospectus comprising a portion of this Registration Statement. (5) No fee due pursuant to Rule 457(g). (6) Issuable upon exercise of the Underwriter's Warrants, together with such indeterminate number of shares of Common Stock as may be issuable by reason of the anti-dilution provisions contained therein. (7) $3,391.72 of such amount was previously paid. 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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement on Form S-1 filed by Mansur Industries Inc. with the Securities and Exchange Commission (Registration No. 333-08657) pursuant to the Securities Act of 1993, as amended, is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on September 26, 1996. MANSUR INDUSTRIES INC. By: /s/ Paul I. Mansur ------------------ Paul I. Mansur Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Pierre G. Mansur and Paul I. Mansur, respectively, his true and lawful attorney-in-fact, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including any post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitutes may lawfully do or cause to be done by virtue hereof. 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 date indicated.
SIGNATURES TITLE DATE - -------------------------------------------------------------------------------------- /s/ Pierre G. Mansur Chairman of the Board and President September 26, 1996 - ------------------------- Pierre G. Mansur /s/ Paul I. Mansur Director and Chief Executive Officer September 26, 1996 - ------------------------- (Principal Executive Officer) Paul I. Mansur /s/ Richard P. Smith Vice President of Finance September 26, 1996 - ------------------------- and Chief Financial Officer Richard P. Smith (Principal Financial and Accounting Officer) /s/ Elias F. Mansur Director September 26, 1996 - ------------------------- Elias F. Mansur /s/ Dr. Jan Hedberg Director September 26, 1996 - ------------------------- Dr. Jan Jedberg /s/ Joseph E. Jack Director September 26, 1996 - ------------------------- Joseph E. Jack - -----------------------------------------------------------------------------
INDEX TO EXHIBITS SEQUENTIALLY NUMBERED EXHIBIT DESCRIPTION OF EXHIBIT PAGE - ------- ---------------------- ------------ 5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to the validity of the Common Stock being registered. 23.1 Consent of Greenberg, Traurig,Hoffman, Lipoff, rosen & Quentel, P.A. (included as part of its opinion filed as Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP
EX-5.1 2 September 25 1996 Paul I. Mansur Chief Executive Officer Mansur Industries Inc. 8425 S.W. 129th Terrace Miami, Florida 33156 Re: Initial Public Offering Gentlemen: On the date hereof, Mansur Industries Inc., a Florida corporation (the "Company"), filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to: (i) the sale by the Company of (a) up to 1,000,000 shares (the "Public Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), (b) 100,000 common stock purchase warrants (the "Representative's Warrants"), and (c) up to 100,000 shares of Common Stock (the "Warrant Shares") issuable upon exercise of the Representative's Warrants; and (ii) the sale by certain selling shareholders of the Company of 150,000 shares of Common Stock (the "Resale Shares"), which Resale Shares are issuable upon conversion of $1,012,500 in principal amount of Convertible Redeemable Notes due June 10, 1997 (the "Convertible Notes"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In connection therewith, we have examined and relied upon copies of (i) the Company's Amended and Restated Articles of Incorporation and Bylaws; (ii) resolutions of the Company's Board of Directors authorizing the offering and the issuance of the Public Shares, Representative's Warrants, Warrant Shares and Resale Shares and related matters; (iii) the Registration Statement and exhibits thereto; (iv) the Representative's Warrants and the Convertible Notes, and (v) such other documents and instruments as we have deemed necessary for the expression of opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently verifying the accuracy of such documents, records and instruments. Based upon the foregoing examination, we are of the opinion that: 1. The Public Shares have been duly and validly authorized and, when issued and delivered in accordance with the terms of the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement, will be validly issued, fully paid and nonassessable. 2. The Representative's Warrants have been duly and validly authorized, and when issued and paid for in accordance with the terms of the Warrant Agreement filed as Exhibit 4.2 to the Registration Statement, will be validly issued, fully paid and nonassessable. 3. The Warrant Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms of the Representative's Warrants, will be validly issued, fully paid and nonassessable. 4. The Resale Shares have been duly authorized and, when issued upon conversion of and in accordance with the Convertible Notes, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus comprising a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. Sincerely, GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A. By: /s/ Gary M. Epstein ------------------------------ Gary M. Epstein GME:wp Enclosure EX-23.2 3 EXHIBIT 23.2 The Board of Directors Mansur Industries, Inc.: We consent to the use of our report datad January 19, 1996 of Mansur Industries Inc. included herein in this registration statement on Form S-1 of Mansur Industries Inc. and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG PEAT MARWICK LLP Miami, Florida September 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----