As Filed With The Securities and Exchange Commission on April 26, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CENTIV, INC.
(Exact name of registrant as specified in its charter)
Georgia (State or other jurisdiction of incorporation or organization) |
58-2033795 (IRS Employer Identification No.) |
998 Forest Edge Drive
Vernon Hills, Illinois 60061
(847) 876-8300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Thomas M. Mason
Chief Financial Officer
Centiv, Inc.
998 Forest Edge Drive
Vernon Hills, Illinois 60061
(847) 876-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stephen Tsoris, Esq.
Gardner Carton & Douglas
321 North Clark Street, Suite 3300
Chicago, Illinois 60610
Approximate date of commencement of proposed sale to the public: At such time or times after the effective date of this registration statement as the selling stockholders shall determine.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
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, please check the following box: ý
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: o
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: o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||
| Class A Common Stock, par value $0.001 per share | 4,478,000 | $0.83 | $3,716,740 | $342 | ||||
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 that 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 pursuant to said Section 8(a), may determine.
Subject to Completion
Dated April 26, 2002
PROSPECTUS
Centiv, Inc.
4,478,000 Shares of Common Stock
This Prospectus relates to 4,478,000 shares of common stock of Centiv, Inc. that may be offered from time to time by some of our stockholders. We will not receive any of the proceeds from the sale of the common stock. We will bear the costs relating to the registration of the common stock estimated to be approximately $30,000.
Our common stock is traded on The NASDAQ SmallCap Market under the symbol "CNTV." On April 25, 2002, the reported last sale price of our common stock on NASDAQ was $0.83 per share.
See "Risk Factors" beginning on page 6 to read about factors you should consider before buying shares of the common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this prospectus is .
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Page |
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|---|---|---|
| About This Prospectus | 3 | |
| Where You Can Find More Information | 3 | |
| Forward-Looking Information | 5 | |
| The Company | 6 | |
| Risk Factors | 6 | |
| Use of Proceeds | 12 | |
| Selling Stockholders | 12 | |
| Plan of Distribution | 14 | |
| Legal Matters | 16 | |
| Experts | 17 |
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the SEC, using the SEC's shelf registration rules. Under the shelf registration rules, using this prospectus and, if required, one or more prospectus supplements, the selling stockholders identified in this prospectus or any prospectus supplement may sell from time to time, in one or more offerings, up to 4,478,000 shares of common stock. A prospectus supplement may add, update or change information contained in this prospectus. Market information in the incorporated documents is generally based on company estimates and not third party sources. You should read this prospectus, any applicable prospectus supplement and the additional information described below under "Where You Can Find More Information" before making an investment decision.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC at its public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings also are available to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov.
We filed a registration statement on Form S-3 to register with the SEC the securities described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information contained in the registration statement or the exhibits to the registration statement. You may refer to the registration statement and accompanying exhibits for more information about us and our securities.
The SEC allows us to incorporate by reference into this document the information we filed with it. This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC. All information incorporated by reference is part of this document, unless and until that information is updated and superseded by the information contained in this document or any information subsequently incorporated by reference.
We incorporate by reference the documents listed below:
You may request free copies of these filings by writing or telephoning Investor Relations, Centiv, Inc., 998 Forest Edge Drive, Vernon Hills, Illinois 60061, telephone (847) 876-8300, fax (847) 955-1269. We will not send exhibits to the filings, however, unless those exhibits have been specifically incorporated by reference.
We also incorporate by reference all future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after (i) the date of the filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement or (ii) the date of this prospectus and prior to the closing of the offering made hereby. Those documents will become a part of this prospectus from the date that the documents are filed with the SEC.
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You should rely only on the information contained or incorporated by reference in this prospectus or in any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provided you with different or inconsistent information, you should not rely on it. We are not making an offer to sell, or soliciting an offer to buy, shares of common stock in any jurisdiction where the offer and sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus is accurate only as of the date of the documents containing the information, regardless of the time of its delivery or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since those dates.
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Forward-Looking Information
Some of the statements in this prospectus and in documents incorporated by reference constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance, which involve known and unknown risks, uncertainties and other factors that may cause our or our businesses' actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward looking statements. In some cases, you can identify forward looking statements by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential" or "continue" or the negative of those terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially because of market conditions in our markets or other factors. Moreover, we do not, nor does any other person, assume responsibility for the accuracy and completeness of those statements. Unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update any of the forward-looking statements after the date of this prospectus to conform them to actual results. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under the captions "Risk Factors" in this prospectus and the applicable prospectus supplement, "Management's Discussion and Analysis of Results of Operations and Financial Condition" in our Form 10-K for the fiscal year ended December 31, 2001 (incorporated by reference in this prospectus) and similar sections in our future filings that we incorporated by reference in this prospectus, which describe risks and factors that could cause results to differ materially from those projected in those forward-looking statements.
We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict these new risk factors, nor can it assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
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The Company
We are a developer and provider of Web-enabled point-of-purchase (POP) solutions used by manufacturers and mass retailers. The delivered product is high quality, digitally produced signage that is mass-customized for the unique requirements of each retail location. With our premier product, Instant Impact, a company gains the ability to target important consumer segments at the point of purchase by allowing brand managers or retailers to order mass-customized, on-demand, color POP materials and receive quantitative feedback on the success of their in-store or on-premise marketing campaigns.
Instant Impact allows a marketing manager, brand manager or retailer to create, edit and schedule delivery of POP materials by using pre-approved, field-editable sign templates. This Internet-based user interface is clear, flexible, user-friendly and changeable to allow control of the message at a corporate or local store level. The signage can either be printed in a Centiv print center, or an industry-standard print-formatted file can be delivered via the Internet to any print provider in the world. This rapid delivery of signage results in a dramatic reduction in POP lead time and the costs associated with launching or changing in-store or on-premises messaging.
The roots of Instant Impact were formed in 1999 when Centiv partnered with Anheuser-Busch to design, configure, deliver and implement POP signage systems in over 730 Anheuser-Busch wholesale distributors in the United States and 16 foreign countries. Since the formal launch of the Internet-based Instant Impact in March 2001, Centiv and DuPont Tyvek have formed a strategic alliance and co-branding agreement that includes company-wide implementation of Instant Impact. PepsiAmericas, Inc., United Distillers and Vintners, True-Serv (True Value Hardware) and Action Performance (NASCAR licensee) have agreements with Centiv to produce ongoing customized in-store and on-premises signage and materials.
Prior to deciding to focus on the Centiv Business in 2001, the Company operated two other business units in addition to the Centiv Business:
We are a Georgia corporation. Our principal executive offices are located 998 Forest Edge Drive, Vernon Hills, Illinois 60061, and our telephone number is (847) 876-8300.
Risk Factors
You should carefully consider the risks described below before making a decision to invest in shares of our common stock. Some of the following factors relate principally to our business and the industries in which we operate. Other factors relate principally to your investment in our securities. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business and operations in the future.
If any of the matters included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected. In this case, the trading price of our common stock could decline and you could lose all or part of your investment.
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Risks Related to Our Company
We have incurred operating losses in four of the past five years.
During fiscal years 1997, 1998, 1999, 2000 and 2001, we experienced net income (losses) of ($393,337), $91,167, ($7,118,331), ($2,334,000) and ($6,888,000), respectively. We cannot be certain that we will achieve profitability in the future. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis in the future. If we are unable to become profitable, our liquidity could be materially harmed.
Prior to their sale, our Channels Business and CalGraph Business accounted for the majority of our revenues and our Centiv Business revenues are not expected in the near term to replace our revenues from our Channels and CalGraph Businesses.
The Channels Business comprised approximately 71% of our revenue for the year ended December 31, 2001, and more than 70% for each of our two prior fiscal years. The CalGraph Business comprised approximately 12% of our revenue for the year ended December 31, 2001, and more than 10% for each of the two prior fiscal years. Although our Centiv Business has grown steadily, these revenues are not expected to equal or exceed our revenues from the Channels and CalGraph Businesses in the near term, and we will be operating at a loss until the revenues generated by the Centiv Business increase sufficiently to offset its expenses. The sale of the Channels Business and the CalGraph Business significantly reduced our revenues and our total operations. There can be no assurance that we will have sufficient operations and revenue to achieve profitability.
We cannot predict our future results because our Centiv Business has a limited operating history, particularly as a stand-alone business.
Given our limited operating history in the Centiv Business, particularly as a stand-alone business it will be difficult to predict our future results. You should consider the uncertainties that we may encounter as an early stage company in a new and rapidly evolving market. These uncertainties include:
Our Centiv Business has not generated significant revenues to date and has incurred losses in fiscal years 2000 and 2001.
The Centiv Business was commenced in 1998, has a limited operating history and incurred losses for 2000 and 2001, although it did make an operating profit in 1998 and 1999. There can be no assurance that we will be successful in increasing revenues of the Centiv Business, or generating acceptable margins, or, if we do, that operation of the Centiv Business will be a profitable business enterprise. If we are unable to achieve significantly greater recurring revenue from our Centiv Business, our losses will likely continue indefinitely and we will likely need to raise additional capital. There can be no assurance that we will be able to obtain such capital, if at all, on favorable terms and conditions.
Our quarterly and annual sales and financial results have varied significantly in the past, and we expect to experience fluctuations in the future, which means that period-to-period comparisons are not necessarily meaningful or indicative of future performance.
Our sales and operating results have varied, and may continue to vary, significantly from year to year and from quarter to quarter as a result of a variety of factors, including the introduction of new products by competitors, pricing pressures, the timing of the completion or the cancellation of projects, the evolving and unpredictable nature of the markets in which computer products are sold and
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economic conditions generally or in certain geographic areas in which our customers do business. Furthermore, we may be unable to control spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, we cannot assure you that sales and net income, if any, in any particular quarter will not be lower than sales and net income, if any, in a preceding or comparable quarter or quarters. In addition, sales and net income, if any, in any particular quarter are not likely to be indicative of the results of operations for any other quarter or for the full year. The trading prices of our securities may fluctuate significantly in response to variations in our quarterly or annual results of operations.
We may not be able to sustain or accelerate growth, or sustain or accelerate recurring revenue from the Centiv Business.
There can be no assurance that demand for our Centiv services and products will increase or be sustained, or that our current or future products will have market acceptance in that product category. Our acquisition costs per customer are currently very high due to the significant costs associated with sales, product development and marketing. To the extent we do not achieve growth and this cost per customer is not reduced, it will be difficult for us to generate meaningful revenue at acceptable margins or achieve profitability. To the extent that our Centiv Business model is not successful, because of a failure to attain market acceptance, competition from other firms or technologies or for any other reason, we might have future unexpected declines in revenue. In order to achieve and maintain profitability, our POP program needs to achieve national program status. In order to obtain participating manufacturers and retailers at the rate desired, this service program must achieve increases in sales. In achieving these results, we will be competing for the marketing expenditures of branded product manufacturers who use various forms of point-of-purchase marketing methods. We cannot assure you that our POP program will achieve or maintain the marketplace acceptance or profitability necessary to compete successfully with traditional marketing methods.
Rapid technological change could render our POP products and services obsolete.
The Internet and the e-commerce industries are characterized by rapid technological innovation, sudden changes in user and customer requirements and preferences, frequent new product and service introductions and the emergence of new industry standards and practices. Each of these characteristics could render our Centiv services, products, intellectual property and systems obsolete. The rapid evolution of our market requires that we improve continually the performance, features and reliability of our products and services, particularly in response to competitive offerings. Our success also will depend, in part, on our ability:
If we are unable, for technical, financial, legal or other reasons, to adapt in a timely manner to changing market conditions or user preferences, we could lose customers, which would cause a decrease in our revenue.
We may be unable to obtain additional capital needed to grow our business, which would adversely impact our business. If we raise additional financing, you may suffer significant dilution.
Although we expect that our current cash and cash from operations will be sufficient to satisfy our working capital and capital expenditure needs over the next 12 months, we plan to seek additional third-party investment and a new bank line of credit in order to provide additional working capital. We cannot be certain that financing from third parties will be available on acceptable terms to us or at all. Our future capital requirements will depend upon several factors, including the rate of market
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acceptance of our products and services, our ability to expand our customer base and our level of expenditures for sales and marketing. If our capital requirements vary materially from those currently planned, we may require additional financing sooner than anticipated. If we cannot raise funds on acceptable terms, we may not be able to develop our products and services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, any of which could have a material adverse effect on our ability to grow our business. Further, if we issue equity securities, you will experience dilution of your ownership percentage, and the new equity securities may have rights, preferences or privileges senior to those of our common stock.
Potential competitors have significantly greater resources than we do and may be able to respond more quickly to new or emerging technologies and changes in customer requirements.
While our Centiv Business does not have any direct competition today for its entire range of products, there are certain potential competitors who are focused on portions of the Centiv Business' products and could represent competition at some future date. Specifically, in the turn-key field deployed POP print systems, the principal competition potentially comes from highly specialized Value Added Resellers. Other companies that represent potential competition in the Corporate POP market include Insignia Systems, Inc. (Nasdaq: ISIG) and Catalina Marketing (NYSE: POS). Certain of our potential competitors have significantly greater financial, technical, marketing, and other resources than we do and may be able to respond more quickly to new or emerging technologies and changes in customer requirements. Additional competition could result in price reductions, reduced margins and loss of market. We cannot guarantee that we will be able to compete successfully against current and future competitors or that future competitive pressures will not materially and adversely affect our business, financial condition and results of operations.
Our business depends on our intellectual property rights, and if we fail to protect them, our competitive position will suffer.
We have no patents, and our success partially depends on our ability to preserve our trade secrets and to operate without infringing on the proprietary rights of third parties. We seek to protect our trade secrets and proprietary know-how, in part, by confidentiality agreements with employees, consultants, advisors and others. We cannot guarantee that these individuals will maintain the confidentiality of our trade secrets and proprietary know-how, or that our competitors will not learn of or independently develop our trade secrets or proprietary know-how in a manner that leaves us with no practical recourse.
If we lose the services of our key personnel, we may be unable to replace them, and our business could be negatively affected.
Our success depends in large part on the continued service of our management and other key personnel and our ability to continue to attract, motivate and retain highly qualified employees. In particular, the services of William Rychel, our President and Chief Executive Officer, and Thomas Mason, our Vice President, Finance and Chief Financial Officer are integral to the execution of our business strategy. If one or more of our key employees leaves Centiv, we will have to find a replacement with the combination of skills and attributes necessary to execute our strategy. Because competition from other technology companies for skilled employees is intense, and the process of finding qualified individuals can be lengthy and expensive, we believe that the loss of the services of key personnel could negatively affect our business, financial condition and results of operations.
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Risks Related to Our Industry
Weak economic conditions in the market may negatively impact sales of computer graphics products and services.
From time to time the market for our products and services experiences weak economic conditions. To the extent that general economic conditions affect the demand for products and services in this market, it could have an adverse effect on our ability to sell our products and services.
Risks Related to Our Capital Stock
The public market for our common stock may be volatile.
The market price of our common stock has been and is likely to continue to be volatile and significantly affected by various factors, including:
The stock markets, especially The Nasdaq SmallCap Market, have experienced significant price and volume fluctuations that have affected the market prices of many technology companies' stocks. These fluctuations have often been unrelated or disproportionate to operating performance. These broad market or technology sector fluctuations may adversely affect the market price of our common stock. General economic, political and market conditions such as recessions and interest rate fluctuations may also have an adverse effect on the market price of our common stock. In addition, the market price of our common stock has also been and is likely to continue to be affected by expectations of analysts and investors.
We may not be able to maintain our eligibility for The Nasdaq SmallCap Market.
In order for our common stock to continue to be traded on The Nasdaq SmallCap Market, we must maintain one of the following: "net tangible assets" (defined as the book value of total assets, minus intangible assets, minus all liabilities) of at least $2 million, shareholders' equity of at least $2.5 million, market capitalization of at least $35 million, or net income from continuing operations of at least $500,000 in the latest fiscal year or in two of the last three fiscal years. We also must have a bid price for our common stock of at least $1 per share, have a public float of 500,000 shares, and meet certain other criteria.
We have received a letter from Nasdaq, dated April 8, 2002, stating that Nasdaq is reviewing our eligibility for continued listing on The Nasdaq SmallCap Market and soliciting our response to Nasdaq's perception that we do not comply with all of the listing requirements. We have responded to Nasdaq with a letter indicating why we believe we are in compliance with the applicable listing requirements.
We cannot assure you that Nasdaq will agree with our interpretation that we are in compliance with the listing requirements, that we can maintain compliance with these standards even if Nasdaq does agree with us or that our stock will continue to be listed on The Nasdaq SmallCap Market. The loss of the listing of our common stock on The Nasdaq SmallCap Market would impair the marketability of our common stock.
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Since our executive officers and directors have substantial control of our voting stock, takeovers not supported by them will be more difficult, possibly preventing you from obtaining optimal share price.
The control of a significant amount of our stock by insiders could adversely affect the market price of our common stock. As of March 29, 2002, our current executive officers and directors beneficially owned or controlled 2,504,549 shares, or approximately 49%, of our outstanding common stock. For this purpose, beneficial ownership includes any shares a director or executive officer can vote or transfer, shares subject to stock options and warrants that are exercisable currently or become exercisable within sixty (60) days and shares subject to convertible securities that are convertible currently or within sixty (60) days. If our executive officers and directors choose to act or vote together, they will have the ability to influence significantly all matters requiring the approval of our stockholders, including the election of directors and the approval of significant corporate transactions. Without the consent of these stockholders, we could be prevented from entering into transactions that could be beneficial to us.
Our preferred stock has certain preferences over our common stock with regard to liquidation, and dividends and election of directors.
Our issued and outstanding preferred stock will begin to accrue dividends on March 31, 2003 at an annual rate equal to 8% of the purchase price of that preferred stock. The preferred stock also has a liquidation preference equal to the purchase price for that preferred stock plus all accrued and unpaid dividends. The preferred stock is also subject to redemption at our option on the fourth anniversary of its issuance. If we choose not to make that redemption or are unable to make that redemption, the holders of the preferred stock will become entitled to elect a majority of our Board of Directors. Prior to a failure to redeem the preferred stock, holders of preferred stock are entitled to appoint one member to our board of directors and to appoint one observer.
Our ability to issue additional preferred stock may adversely affect the rights of our common stockholders and may make takeovers more difficult, possibly preventing you from obtaining optimal share price.
Our Articles of Incorporation authorize the issuance of shares of "blank check" preferred stock, which would have the designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors will be empowered, without shareholder approval (but subject to applicable government regulatory restrictions), to issue additional preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the common stock. In the event of an issuance, the preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of Centiv.
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All of the proceeds from the sale of the common stock offered by this prospectus will go to the selling stockholders who offer and sell their shares. We will not receive any proceeds from the sale of the common stock offered by the selling stockholders.
Selling Stockholders
We are registering all of the shares of common stock covered by this prospectus for reoffers and resales by certain stockholders of Centiv. As used in this prospectus, selling stockholders will refer to these stockholders, along with any pledgees, donees, transferees or others who may later hold the selling stockholders' interests who are selling shares received after the date of this prospectus from a named selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. In addition, upon the Company being notified by a selling stockholder that a pledgee, donee, transferee or other successor-in-interest intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed to the extent required by law.
All of the shares offered by the selling stockholders (1) have been or will be acquired upon the conversion of Series A Convertible Preferred Stock, which convertible preferred stock was issued and sold by us in a private placement of Units, with each Unit consisting of one share convertible preferred stock and a warrant to acquire one share of convertible preferred stock, or (2) have been or will be acquired upon the conversion of Series A Convertible Preferred Stock acquired upon the exercise of warrants to acquire shares of such convertible preferred stock (or have been or will be acquired directly upon the exercise of such warrants at or after such time that all outstanding shares of Series A Convertible Preferred Stock have been converted into common stock), which warrants were issued as part of the Units referenced above, or (3) have been or will be acquired upon the exercise of options granted pursuant to Centiv's 1997 Stock Option Plan.
The following table sets forth information with respect to the number of shares of common stock beneficially owned by each of the selling stockholders as of April 25, 2002. For this purpose, beneficial ownership includes any shares the selling stockholder can vote or transfer, shares subject to stock options and warrants that are currently or become exercisable within 60 days and shares subject to
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convertible securities that are convertible currently or within 60 days. As of April 25, 2002, there were 4,956,535 shares of common stock outstanding.
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Shares beneficialy owned after the sale of shares covered by this prospectus |
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Shares beneficially owned prior to the sale of shares covered by this prospectus |
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Number of shares covered by this prospectus |
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| Name of selling stockholder |
Number |
Percent |
||||||
| Fieberg Inter-Vivos Revocable Trust 28342 Via Ordaz San Juan Capistrano, CA 92678 |
200,000 |
200,000 |
0 |
— |
||||
Sixth Bridge L.P. (1) 576 Dalewood Drive Orinda, CA 94563 Telephone No.: (925) 254-4443 Telecopy No.: (925) 254-4435 Attention: Albert E. Sisto |
100,000 |
100,000 |
0 |
— |
||||
Talkot Crossover Fund 2400 Bridgeway, Suite 200 Sausalito, CA 94965 |
1,000,000 |
1,000,000 |
0 |
— |
||||
Thomas B. Akin 2400 Bridgeway, Suite 200 Sausalito, CA 94965 |
2,000,000 |
(2) |
2,000,000 |
0 |
— |
|||
EDJ Limited c/o Deltec Bank & Trust Deltec House/Lyford Cay P.O. Box N-3229 Nassau, Bahamas |
200,000 |
200,000 |
0 |
— |
||||
Ben Joseph Partners 300 Drakes Landing Road, Suite 175 Greenbrae, CA 94904-3124 |
100,000 |
100,000 |
0 |
— |
||||
Robert Schacter c/o Reedland Capital Partners 30 Sunnyside Avenue Mill Valley, CA 94941 |
200,000 |
200,000 |
0 |
— |
||||
Pennell Venture Partners Marathon Fund II, LP Pennell Venture Partners 10 Jones Street, 6th Floor New York, NY 10014 |
1,000,000 |
1,000,000 |
0 |
— |
||||
Sabre Institutional Partners c/o Barbary Coast Capital Management One Sansome Street, Suite 2900 San Francisco, CA 94104 |
72,000 |
72,000 |
0 |
— |
||||
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ZCM Asset Holding Company, LLC c/o Barbary Coast Capital Management One Sansome Street, Suite 2900 San Francisco, CA 94104 |
44,000 |
44,000 |
0 |
— |
||||
Garrison Master Fund c/o Barbary Coast Capital Management One Sansome Street, Suite 2900 San Francisco, CA 94104 |
384,000 |
384,000 |
0 |
— |
||||
Richard Friedman 9705 Eagle Rising Cove Austin, TX 78730 |
20,000 |
20,000 |
0 |
— |
||||
Steven J. Carnavale 2400 Bridgeway, Suite 200 Sausalito, CA 94965 |
1,174,667 |
(3) |
1,158,000 |
16,667 |
* |
Plan of Distribution
We will pay the costs and fees of registering the common stock, but the selling stockholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the common stock.
The selling stockholders may sell the common stock offered by this prospectus to one or more underwriters or dealers for public offering, through agents, directly to purchasers or through a combination of any such methods of sale. The name of the underwriter, dealer or agent involved in the offer and sale of the common stock, the amounts underwritten and the nature of its obligation to take the common stock will be provided in the applicable prospectus supplement.
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The selling stockholders may sell the common stock on any national or international securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. In addition, the selling stockholders may sell some or all of their common stock through:
When selling the common stock, the selling stockholders may enter into hedging transactions. For example, they may:
The selling stockholders may negotiate and pay broker-dealers commissions, discounts or concessions for their services. Broker-dealers engaged by the selling stockholders may allow other broker-dealers to participate in resales. However, the selling stockholders and any broker-dealers involved in the sale or resale of the common stock may qualify as underwriters within the meaning of Section 2(a)(11) of the Securities Act. In addition, the broker-dealers' commissions, discounts or concessions may qualify as underwriters' compensation under the Securities Act. If the selling stockholders qualify as underwriters, they will be subject to the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.
The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters, broker-dealers or agents in connection with the proposed sale of the common stock. If the selling stockholders notify us that they have entered into a material arrangement with an underwriter, broker-dealer or agent for the sale of the common stock, a supplement to this prospectus will be filed, if required pursuant to Rule 424(b) under the Securities Act.
In addition to selling shares of their common stock under this prospectus, the selling stockholders may:
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We have informed the selling stockholders that the anti-manipulative provisions of Regulation M under the Exchange Act of 1934 may apply to their sales in the market. With certain exceptions, Regulation M precludes the selling stockholders, any affiliated purchasers, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of our common stock.
We have agreed to indemnify the selling stockholders against certain liabilities arising in connection with this offering, including liabilities under the Securities Act, or to contribute to payments that the selling stockholders may be required to make in that respect.
We will make copies of this prospectus available to selling stockholders and have informed them of the requirement for delivery of copies of this prospectus to purchasers at or before the time of any sale of the shares.
Sales of a substantial number of shares of common stock by the selling stockholders, or the perception that sales could occur, could adversely affect the market price for shares of our common stock.
There can be no assurance that the selling stockholders will sell any or all of their shares of common stock covered by this prospectus.
Legal Matters
Gardner Carton & Douglas, Chicago, Illinois, will pass upon the validity of the common stock offered by this prospectus.
Experts
The consolidated financial statements of Centiv as of December 31, 2001 and 2000 and for each of the two years in the period ended December 31, 2001, have been audited by Grant Thornton, LLP, independent public accountants. The consolidated financial statements of Centiv for the year ended December 31, 1999, have been audited by PricewaterhouseCoopers LLP, independent public accountants. These financial statements and the report of the independent public accountants, included in Centiv's Annual Report on Form 10-K filed on April 1, 2002, are incorporated by reference in reliance on the reports of Grant Thornton, LLP and the report of PricewaterhouseCoopers LLP, given on the authority of said firms as experts in auditing and accounting.
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PART II
Information Not Required In Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby. All of such expenses, except the SEC registration fee, are estimated.
| |
|
|||
|---|---|---|---|---|
| Securities and Exchange Commission registration fee | $ | 342 | ||
| Legal fees and expenses | 15,000 | |||
| Accountants' fees | 5,000 | |||
| Printing expenses | 5,000 | |||
| Miscellaneous | 4,658 | |||
| Total | $ | 30,000 | ||
Item 15. Indemnification of Directors and Officers
The Georgia Business Corporation Code (the "GBCC") provides that a Georgia corporation may indemnify a director if he or she acted in good faith and reasonably believed that his or her actions were in the corporation's best interests. The GBCC also allows a corporation to advance expenses upon receiving written confirmation that the relevant standard of conduct (good faith and reasonable relief) has been met. Under the GBCC, a corporation may purchase and maintain liability insurance for its directors and officers.
We have entered into indemnification agreements with our directors and executive officers. In each indemnification agreement, we agree to indemnify the person named as indemnitee for expenses, including reasonable attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with certain civil or criminal actions or administrative proceedings arising out of that person's performance of his or her duties as a director or officer. The indemnification will not cover a lawsuit brought by the director or officer. The indemnification will be available only if the person named as indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests. Further, in connection with a criminal matter, the indemnification will be available only if that person had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also require us to indemnify that person to the fullest extent permitted by applicable law. Each indemnification agreement permits the indemnitee to bring a lawsuit under that indemnification agreement, and to recover the expenses of such a lawsuit if it is successful.
Our bylaws provide that we must indemnify our directors, officers, employees or agents to the full extent permitted by the laws of Georgia. We have the right to purchase and maintain insurance on behalf of any of these persons whether or not we have the power to indemnify that person against the liability. We have purchased a standard policy of directors' and officers' liability insurance covering our directors and officers with respect to liabilities incurred as a result of his or her service in those positions.
See Index to Exhibits.
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
II-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Vernon Hills and State of Illinois on the 26th day of April 2002.
CENTIV, INC. (Registrant) |
||
/s/ William M. Rychel William M. Rychel President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William M. Rychel and Thomas M. Mason, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement and any amendments (including, without limitation, post-effective amendments) to this Registration Statement, and any and all additional registration statements filed pursuant to Rule 462(b) related to this Registration Statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or his or their substitute or substitutes, may lawfully do or cause to be done.
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 indicated on the 26th day of April 2002.
| /s/ WILLIAM M. RYCHEL William M. Rychel President and Chief Executive Officer Director |
/s/ THOMAS M. MASON Thomas M. Mason Vice President of Finance, Chief Financial Officer and Chief Accounting Officer Director |
|
/s/ FRANK X. DALTON Frank X. Dalton Director |
/s/ STEVEN J. CARAVALE Steven J. Caravale Chairman and Director |
|
/s/ ALBERT E. SISTO Albert E. Sisto Director |
/s/ KIM FEIL Kim Fiel Director |
|
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| Exhibit |
Description |
|
|---|---|---|
| 4.1 | Restated Articles of Incorporation dated January 21, 2000 as amended December 31, 2001 and related Certificate of Designations filed March 28, 2002 (Filed as Exhibit 3.1 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference) | |
4.2 |
Form of Securities Purchase Agreement dated March 28, 2002 by and among Centiv, Inc. and the purchasers identified on Exhibit A thereto (Filed as Exhibit 4.1 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference) |
|
4.3 |
Form of Investors Rights Agreement dated March 28, 2002 by and among Centiv, Inc. and the investors who are signatories thereto (Filed as Exhibit 4.2 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference) |
|
4.4 |
Form of Warrant issued pursuant to Securities Purchase Agreement dated March 28, 2002 by and among Centiv, Inc. and the purchasers identified on Exhibit A thereto (Filed as Exhibit 4.3 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference) |
|
5.1 |
Opinion of Gardner Carton & Douglas (to be filed by amendment) |
|
23.1 |
Consent of Grant Thornton, LLP |
|
23.2 |
Consent of PricewaterhouseCoopers LLP |
|
23.3 |
Consent of Gardner Carton & Douglas (included in Exhibit 5.1) |
|
24.1 |
Powers of Attorney (included on the signature page) |
E-1