Filed Pursuant to Rule 424(b)(4)
Registration No. 333-114955
PROSPECTUS
RIVIERA TOOL COMPANY
993,687 SHARES OF COMMON STOCK
(NO PAR VALUE)
---------------
This prospectus relates to the resale by selling securityholders of an
aggregate of 993,687 shares of our common stock consisting of:
o 394,737 shares of our common stock sold by us to the selling
securityholders in private placement transactions, and
o 598,950 shares of our common stock issuable by us to the selling
securityholders upon exercise by them of the issued and
outstanding warrants.
The methods of sale of the common stock offered hereby are described
under the heading "Plan of Distribution" on page 12. Except with respect to the
exercise of the outstanding warrants during the exercise period, we will receive
none of the proceeds from the sale of any of the common stock to which this
prospectus relates. See "Use of Proceeds and Expenses of the Offering" on page
8. Except for brokerage expenses, fees, discounts and commissions, which will
all be paid by the selling securityholders, we will pay all expenses incurred in
connection with the offering described in this prospectus.
The prices at which the selling securityholders may sell the shares of
common stock that are part of this offering will be determined by the prevailing
market price for the shares at the time the shares are sold, a price related to
the prevailing market price, at negotiated prices or prices determined, from
time to time by the selling securityholders. See "Plan of Distribution" on page
12.
Our common stock is listed on the American Stock Exchange (Symbol:
RTC). On April 30, 2004, the closing price of the shares was $3.75 per share.
See "Market Prices of Riviera Tool Common Stock" on page 8.
THE SHARES OF OUR COMMON STOCK OFFERED OR SOLD UNDER THIS PROSPECTUS
INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
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NEITHER THE SECURITIES AND EXCHANGE Commission NOR ANY STATE SECURITIES
Commission HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
PROSPECTUS DATED MAY 5, 2004
TABLE OF CONTENTS
THE OFFERING..................................................................3
WHERE YOU CAN FIND MORE INFORMATION...........................................3
FORWARD-LOOKING INFORMATION...................................................5
THE COMPANY...................................................................5
RISK FACTORS..................................................................5
RECENTLY ISSUED SECURITIES....................................................7
MARKET PRICES OF RIVIERA TOOL COMMON STOCK....................................8
USE OF PROCEEDS AND EXPENSES OF THE OFFERING..................................9
SELLING SECURITYHOLDERS.......................................................9
DESCRIPTION OF RIVIERA TOOL COMMON STOCK......................................10
PLAN OF DISTRIBUTION..........................................................12
LEGAL MATTERS.................................................................13
EXPERTS.......................................................................13
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATIONS THAT DIFFER FROM WHAT IS CONTAINED
IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS
PROSPECTUS DOES NOT OFFER TO SELL OR SEEK OFFERS TO BUY ANY SHARES IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS
CURRENT ONLY AS OF ITS DATE.
2
THE OFFERING
The registration statement of which this prospectus is a part, relates
to the resale of shares of our common stock issued and issuable to Iroquois
Capital, LP, the resale of shares of our common stock issuable to Bluegrass
Growth Fund LP, the resale of shares of our common stock issuable to Capital
Ventures International, the resale of shares of our common stock issuable to
Vertical Ventures, LLC, and the resale of shares of our common stock issued to
Granite Financial Group, Inc. (collectively, the "Selling Securityholders").
Specifically, the shares of our common stock included in this offering consist
of:
o 394,737 shares of our common stock previously issued to and purchased
pursuant to a securities purchase agreement between us and the Selling
Securityholders on March 16, 2004, consisting of:
o 52,632 shares of our common stock issued to and purchased by
Iroquois Capital;
o 131,579 shares of our common stock issued to and purchased by
Bluegrass;
o 131,579 shares of our common stock issued to and purchased by
Capital Ventures; and
o 78,947 shares of our common stock issued to and purchased by
Vertical Ventures.
o 263,158 shares of our common stock issuable upon exercise of a
warrant, exercisable at $3.80 per share (the "$3.80 Warrants"), issued
to the Selling Securityholders as follows:
o 35,088 shares of our common stock issuable upon exercise of
the $3.80 Warrants by Iroquois Capital;
o 87,719 shares of our common stock issuable upon exercise of
the $3.80 Warrants by Bluegrass;
o 87,719 shares of our common stock issuable upon exercise of
the $3.80 Warrants by Capital Ventures; and
o 52,632 shares of our common stock issuable upon exercise of
the $3.80 Warrants by Vertical Ventures.
o 167,896 shares of our common stock issuable upon exercise of a
warrant, exercisable at $5.07 per share (the "$5.07 Warrants"), issued
to the Selling Securityholders as follows:
o 21,053 shares of our common stock issuable upon exercise of
the $5.07 Warrants by Iroquois Capital;
o 52,632 shares of our common stock issuable upon exercise of
the $5.07 Warrants by Bluegrass;
o 52,632 shares of our common stock issuable upon exercise of
the $5.07 Warrants by Capital Ventures;
o 31,579 shares of our common stock issuable upon exercise of
the $5.07 Warrants by Vertical Ventures; and
o 10,000 shares of our common stock issuable upon exercise of
the $5.07 Warrants by Granite Financial.
o 167,896 shares of our common stock issuable upon exercise of a
warrant, exercisable at $5.53 per share (the "$5.53 Warrants"), issued
to the Selling Securityholders as follows:
o 21,053 shares of our common stock issuable upon exercise of
the $5.53 Warrants by Iroquois Capital;
o 52,632 shares of our common stock issuable upon exercise of
the $5.53 Warrants by Bluegrass;
o 52,632 shares of our common stock issuable upon exercise of
the $5.53 Warrants by Capital Ventures;
o 31,579 shares of our common stock issuable upon exercise of
the $5.53 Warrants by Vertical Ventures; and
o 10,000 shares of our common stock issuable upon exercise of
the $5.53 Warrants by Granite Financial.
Had the Selling Securityholders exercised their warrants on May 3,
2004, they would have received 598,950 shares of our common stock, and been able
to offer for resale a total of 993,687 shares of our common stock (including the
394,737 of our common stock currently held by the Selling Securityholders).
Under the terms of our securities purchase agreement with the Selling
Securityholders, the number of shares to be obtained by each respective Selling
Securityholder upon exercise of warrants held by such Selling Securityholder
cannot exceed the number of shares that, when combined with all other shares of
common stock and securities then owned by such Selling Securityholder, would
result in such Selling Securityholder owning more than 4.99% of our outstanding
common stock at any given point of time. See "Recently Issued Securities" on
page 7.
None of the Selling Securityholders are officers, directors or
affiliates of us, and none of our officers or directors are related to, or has
any business relationship with, any Selling Securityholder.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission a registration statement under the
Securities Act of 1933, as amended, with respect to the shares of common stock
offered hereby on Form S-3. This prospectus is a part of that registration
statement. The rules and regulations of the Commission allow us to omit some
information included in the registration statement from this document.
In addition, we file reports, proxy statements and other information
with the Commission under the Securities Exchange Act of 1934, as amended.
Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. You may
3
read and copy this information at the following location of the Commission:
Public Reference Section
Room 1024
450 Fifth Street, N.W.
Judiciary Plaza
Washington D.C. 20549
The Commission maintains an Internet World Wide Web site
(http://www.SEC.gov) that contains our reports, proxy statements and other
information about us and other companies who file electronically with the
Commission.
OUR COMMON STOCK IS TRADED ON THE AMERICAN STOCK EXCHANGE.
The Commission allows us to "incorporate by reference" information into
this document. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
document, except for any information that is superseded by information that is
included directly in this document.
This document incorporates by reference the documents listed below that
we have previously filed with the Commission. They contain important information
about us and our financial condition. Some of these filings have been amended by
later filings, which are also listed.
COMMISSION FILINGS DESCRIPTION OR PERIOD/AS OF
---------------------------------------------------------------
Annual Report on Form 10-K Fiscal Year ended August
31, 2003 (filed with the
Commission on December
31, 2003)
Quarterly Report on Form 10-Q Period ended November
30, 2003 (filed with the
Commission on January
14, 2004)
Quarterly Report on Form 10-Q Period ended February
29, 2004 (filed with the
Commission on April 14,
2004)
Current Report on Form 8-K Dated January 20, 2004
relating to appointment
of Director (filed with
the Commission on
January 23, 2004)
Current Report on Form 8-K Dated March 16, 2004
relating to private equity
financing (filed with the
Commission on March 24, 2004)
All documents subsequently filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements, prior to the termination of this offering shall be
deemed to be incorporated by reference into this prospectus.
You can obtain any of the documents incorporated by reference into this
document from us, or from the Commission through the Commission's web site at
the address provided above. Documents incorporated by reference are available
from us without charge, excluding any exhibits to those documents unless the
exhibit is specifically incorporated by reference as an exhibit in this
document.
You can obtain documents incorporated by reference in this document by
requesting them in writing or by telephone from us at the following addresses:
RIVIERA TOOL COMPANY
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
ATTENTION: PETER C. CANEPA
(616) 698-2100
If you request any incorporated documents from us, we will mail them to
you by first class mail, or another equally prompt means, within one business
day after we receive your request.
We have not authorized anyone to give any information or make any
representation about us that differs from, or adds to, the information in this
document or in our documents that are publicly filed with the Commission.
Therefore, if anyone does give you
4
different or additional information, you should not rely on it.
If you are in a jurisdiction where it is unlawful to offer to exchange
or sell, or to ask for offers to exchange or buy, the securities offered by this
document or to ask for proxies, or if you are a person to whom it is unlawful to
direct these activities, then the offer presented by this document does not
extend to you.
The information contained in this document speaks only as of its date
unless the information specifically indicates that another date applies.
FORWARD-LOOKING INFORMATION
Some of the statements contained in or incorporated by reference in
this prospectus discuss our plans and strategies for our respective businesses
or state other forward-looking statements, as this term is defined in the
Private Securities Litigation Reform Act of 1995. The words "anticipate,"
"believe," "estimate," "expect," "plan," "intend," "should," "seek," "will," and
similar expressions are intended to identify these forward-looking statements,
but are not the exclusive means of identifying them. These forward-looking
statements reflect the current views of our management. However, various risks,
uncertainties and contingencies could cause our actual results, performance or
achievements to differ materially from those expressed in, or implied by, these
statements, including the following:
o our success or failure to implement our business strategies;
and
o other factors discussed under the heading "Risk Factors;" and
o elsewhere in this prospectus.
We assume no obligation to update any forward-looking statements
contained in this prospectus, whether as a result of new information, future
events or otherwise. For a discussion of important risks of an investment in our
securities, including factors that could cause actual results to differ
materially from results referred to in the forward-looking statements, see "Risk
Factors" on page 5. You should carefully consider the information set forth
under the caption "Risk Factors." In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in or incorporated by
reference in this prospectus might not occur.
THE COMPANY
Riviera Tool Company is a designer and manufacturer of large scale,
complex stamping die systems used to form sheet metal parts. Most of the
stamping die systems sold by us are used in the production of automobile and
truck body parts such as roofs, hoods, fenders, doors, door frames, structural
components and bumpers. We were originally incorporated in 1967, and were
incorporated in its present form in 1988, under the laws of the State of
Michigan.
We maintain our executive offices at 5460 Executive Parkway, SE, Grand
Rapids, Michigan 49512. Our telephone number is (616) 698-2100.
RISK FACTORS
You should carefully consider the risks described below before deciding
whether to invest in shares of our common stock. Any investment in our common
stock involves a high degree of risk. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us may also impair our operations and business.
If we do not successfully address any of the risks described below,
there could be a material adverse effect on our financial condition, operating
results and business, and the trading price of our common stock may decline and
you may lose all or part of your investment. We cannot assure you that we will
successfully address these risks.
SHAREHOLDERS MAY SUFFER DILUTION FROM THIS OFFERING AND FROM THE EXERCISE OF
EXISTING OPTIONS AND WARRANTS; THE TERMS UPON WHICH WE WILL BE ABLE TO OBTAIN
ADDITIONAL EQUITY CAPITAL COULD BE ADVERSELY AFFECTED.
Our common stock may become diluted if warrants and options to purchase
our common stock are exercised. The number of shares of our common stock that
can be purchased upon exercise of the warrants is 598,950. Under the terms of
our securities purchase agreement with the Selling Securityholders, the number
of shares to be obtained upon exercise of warrants held by the
5
Selling Securityholders cannot exceed the number of shares that, when combined
with all other shares of common stock and securities then owned by each
respective Selling Securityholder, would result in such Selling Securityholder
owning more than 4.99% of our outstanding common stock at any given point of
time. See "Recently Issued Securities" on page 7 for a more complete description
of our agreements with the Selling Securityholders.
These shares, as well as the eligibility for additional restricted
shares to be sold in the future, either pursuant to future registrations under
the Securities Act, or an exemption such as Rule 144 under the Securities Act,
may have a dilutive effect on the market for the price of our common stock. The
terms upon which we will be able to obtain additional equity capital could also
be adversely affected. In addition, the sale of common stock offered by this
prospectus, or merely the possibility that these sales could occur, could have
an adverse effect on the market price of our common stock.
THE INABILITY TO OBTAIN NECESSARY ADDITIONAL CAPITAL IN THE FUTURE ON ACCEPTABLE
TERMS COULD DELAY US FROM EXECUTING OUR BUSINESS PLAN OR PREVENT US FROM DOING
SO ENTIRELY.
We expect to need additional capital in the future to fund our
operations, finance investments in equipment and corporate infrastructure,
expand our domestic and global sub-supplier network, increase the range of
services we offer and respond to competitive pressures and perceived
opportunities. Cash flow from operations, and cash on hand may not be sufficient
to cover our operating expenses and capital investment needs. We cannot assure
you that additional financing will be available on terms acceptable to us, if at
all. A failure to obtain additional funding could prevent us from making
expenditures that are needed to allow us to grow or maintain our operations.
Increases in business can temporarily reduce our working capital due to cash
flow lags.
If we raise additional funds by selling equity securities, the relative
equity ownership of our existing investors could be diluted or the new investors
could obtain terms more favorable than previous investors. If we raise
additional funds through debt financing, we could incur significant borrowing
costs. The failure to obtain additional financing when required could result in
us being unable to grow as required to maintain profitable operations.
OUR REVENUE WOULD DECLINE SIGNIFICANTLY IF WE LOSE ONE OR MORE OF OUR MOST
SIGNIFICANT CUSTOMERS WHICH COULD HAVE A SIGNIFICANT ADVERSE IMPACT ON US.
A significant portion of our revenues are concentrated among a few
large customers. For the year ended August 31, 2003, our largest customer
represented approximately $19.2 million or 56% of total revenue, while the next
three largest customers represented approximately $2.5 million or 7% of total
revenue. Our three largest customers represented 63% and 75% of total revenue
for each of the fiscal years ended 2003 and 2002, respectively. For the
quarterly periods ended February 29, 2004 and 2003, our three largest customers
represented approximately 92% and 70%, respectively, of total revenues. The loss
of any of the foregoing customers could have a significant adverse impact on us.
OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED AS A RESULT OF GENERAL
ECONOMIC AND MARKET CONDITIONS.
We are subject to the effects of general global economic and market
conditions. If economic and market conditions deteriorate, our business, results
of operations or financial condition could be materially adversely affected.
WE DEPEND ON OUR SENIOR MANAGEMENT, THE LOSS OF WHOM WOULD HAVE AN ADVERSE
EFFECT ON US.
We presently are dependent upon the executive abilities of our
President and Chief Executive Officer, Kenneth K. Rieth, our Chief Financial
Officer, Peter C. Canepa, and our other executive officers. Our business and
operations to date chiefly have been implemented under the direction of these
individuals, who presently are, and in the future will be, responsible for the
implementation of our anticipated plans and programs. The loss or unavailability
of the services of one or more of our principal executives would have an adverse
effect on us. Given our present financial condition, we may encounter difficulty
in our ability to recruit and ultimately hire any replacement or additional
executive officers having similar background, experience and qualifications as
those of our current executive officers.
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OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED AS A RESULT OF WAR OR ACTS
OF TERRORISM.
Terrorist acts or acts of war may cause damage or disruption to our
employees, facilities, customers and partners, which could have a material
adverse effect on our business, results of operations or financial condition.
Such conflicts may also cause damage or disruption to transportation and
communication systems and to our ability to manage logistics in such an
environment, including receipt of materials and distribution of products.
OUR STOCK PRICE IS VOLATILE.
Our stock price, like that of other small cap companies, is subject to
significant volatility because of factors such as quarterly variations in our
operating results, changes in revenue or earnings estimates by the investment
community and speculation in the press or investment community. In addition, our
stock price is affected by unfavorable global economic and market conditions. If
such conditions deteriorate, our stock price could decline.
THERE IS NO ASSURANCE THAT WE WILL REMAIN LISTED ON AN ACTIVE TRADING MARKET.
Although our common stock is quoted on the American Stock Exchange,
there can be no assurance that we will, in the future, be able to meet all the
requirements for continued quotation thereon. In the absence of an active
trading market or if our common stock cannot be traded on the American Stock
Exchange, our common stock could instead be traded on the Electronic Bulletin
Board or in the Pink Sheets. In such event, the liquidity and stock price in the
secondary market may be adversely affected. In addition, in the event our common
stock was delisted, broker-dealers have certain regulatory burdens imposed upon
them which may discourage broker-dealers from effecting transactions in our
common stock, further limiting the liquidity of our common stock.
RECENTLY ISSUED SECURITIES
The prices at which we sold our common stock in the transactions
discussed below and the exercise prices for the warrants issued by us, were each
a function of the market price for our common stock at or about the time each
transaction was consummated and arms length negotiations with the respective
purchaser or warrant holder, as the case may be. This principally accounts for
the price variations in each applicable transaction.
On March 16, 2004, we entered into a securities purchase agreement with
the Selling Securityholders pursuant to which:
o we sold and Iroquois Capital purchased 52,632 shares of our
common stock;
o we sold and Bluegrass purchased 131,579 shares of our common
stock;
o we sold and Capital Ventures purchased 131,579 shares of our
common stock; and
o we sold and Vertical Ventures purchased 78,947 shares of our
common stock.
In addition, at the closing of the March 16, 2004 private placement we
issued and delivered the following warrants to purchase shares of our common
stock:
SELLING SECURITYHOLDER $3.80 WARRANT $5.07 WARRANT $5.53 WARRANT
---------------------- ------------- ------------- -------------
Iroquois Capital 35,088 21,053 21,053
Bluegrass 87,719 52,632 52,632
Capital Ventures 87,719 52,632 52,632
Vertical Ventures 52,632 31,579 31,579
TOTAL 263,158 157,896 157,896
---------------------------- -------------------------- -------------------------- --------------------------
We received net proceeds at the closing in the amount of $1,480,000,
after deducting certain legal fees and expenses reimbursed to Bluegrass. We also
paid a finder's fee of $105,000 and issued warrants to purchase 10,000 shares
with an exercise price of $5.07 per share and warrants to purchase 10,000 shares
with an exercise price of $5.53 per share to Granite Financial as a fee in
connection with the transaction.
The $5.07 and $5.53 Warrants are exercisable for a five-year period
commencing September 16, 2004 and the $3.80 Warrant
7
is exercisable commencing March 16, 2004 through the six-month anniversary of
the date of this prospectus. Each of the warrants provides for adjustment in the
price and number of warrant shares:
o if we, at any time while the warrants are unexpired and not exercised
in full, pay a dividend in shares of our common stock or make a
distribution in shares of our common stock to holders of our
outstanding common stock;
o if we, at any time while the warrants are unexpired and not exercised
in full, subdivide outstanding shares of our common stock into a
greater number of shares;
o if we, at any time while the warrants are unexpired and not exercised
in full, combine outstanding shares of our common stock into a smaller
number of shares of common stock; and
o if we, at any time while the warrants are unexpired and not exercised
in full, issue any shares of our capital stock in a reclassification
of our common stock.
In addition, for a period of one year from the initial exercise date,
the exercise price of each of the $5.07 and $5.53 Warrants shall be adjusted for
any dilutive issuances whereby the exercise price shall be reduced to equal the
per share offering price of such dilutive issuance.
On March 31, 2004, we received approval from the American Stock
Exchange for listing of an additional 993,687 shares of our common stock, such
shares representing the maximum number of shares of our common stock issuable to
the Selling Securityholders.
Right of First Refusal
Iroquois Capital, Bluegrass, Capital Ventures and Vertical Ventures
have been granted a right of first refusal for any or all shares in a proposed
sale by us of our securities in a private placement transaction exempt from
registration under the Securities Act until twelve months after the date of this
prospectus. Such right of first refusal shall be held open for five trading days
from the date of the initial notice of the proposed offer to sell the
securities.
4.99% Limitation
Under the terms of our securities purchase agreement with the Selling
Securityholders, the number of shares to be obtained upon exercise of warrants
cannot exceed the number of shares that, when combined with all other shares of
common stock and securities then owned by each respective Selling
Securityholder, would result in such Selling Securityholder owning more than
4.99% of our outstanding common stock at any given point of time.
MARKET PRICES OF RIVIERA TOOL COMMON STOCK
Our common stock is listed and traded on the American Stock Exchange.
Our common stock commenced trading on the American Stock Exchange on March 7,
1997, through an initial public offering of our common stock. Prior to that
date, there was no public market for our common stock. The following table sets
forth the high and low closing bid quotations per share on the American Stock
Exchange, based upon information supplied by The Wall Street Journal.
FISCAL PERIOD MARKET PRICE
------------- ------------
HIGH LOW
---- ---
2002:
First Quarter $ 1.55 $ 1.00
Second Quarter 1.23 0.78
Third Quarter 1.85 1.00
Fourth Quarter 1.82 1.28
2003:
First Quarter $ 1.49 $ 1.04
Second Quarter 2.45 1.01
Third Quarter 3.55 1.75
Fourth Quarter 5.10 2.81
2004:
First Quarter $ 5.10 $ 3.10
Second Quarter 5.70 3.66
Third Quarter (through
April 30, 2004) 4.99 3.43
8
On April 30, 2004, the last reported sale price of our common stock on
the American Stock Exchange was $3.75.
USE OF PROCEEDS AND EXPENSES OF THE OFFERING
We will not receive any of the proceeds from the sale of the shares
offered by the Selling Securityholders. We will receive a maximum of
approximately $2,779,684 from the exercise of all of the warrants, assuming all
of the warrants are exercised for cash and in full, of which there can be no
assurance. Any proceeds received by us in connection with the exercise of the
warrants will be used for working capital and general corporate purposes. With
the exception of any brokerage fees and commission which are the obligation of
the Selling Securityholders, we are responsible for the fees, costs and expenses
of this offering which are estimated to be $100,493, inclusive of our legal and
accounting fees, printing costs, "blue sky," filing and other miscellaneous fees
and expenses.
SELLING SECURITYHOLDERS
The Selling Securityholders may from time to time offer and sell
pursuant to this prospectus any or all of the shares of common stock listed
below. When we refer to the "Selling Securityholders" in this prospectus, we
mean those persons listed in the table below, as well as the pledgees, donees,
assignees, transferees, successors and others who later hold any of the Selling
Securityholders' interests. In the event that any Selling Securityholder enters
into a transaction with a pledgee, donee, assignee, transferee, successor, we
will amend or supplement this prospectus to specifically name such individual as
a "Selling Securityholder."
Iroquois Capital has informed us that one of its partners, Joshua
Silverman, maintains voting and investment control over our securities held by
Iroquois Capital. Mr. Silverman disclaims beneficial ownership of any shares
held by Iroquois Capital.
Bluegrass has informed us that Brian Shatz and Deborah Solomon, its
Managing Members, maintains voting and investment control over our securities
held by Bluegrass.
Capital Ventures has informed us that Heights Capital Management, Inc.
has investment discretion and voting power with respect to our securities held
by Capital Ventures. Martin Kobinger, as Investment Manager for Heights Capital,
may also be deemed to have investment discretion and voting power with respect
to our securities held by Capital Ventures.
Vertical Ventures has informed us that one of its partners, Joshua
Silverman, maintains voting and investment control over our securities held by
Vertical Ventures. Mr. Silverman disclaims beneficial ownership of any shares
held by Vertical Ventures.
Granite Financial has informed us that Daniel J. Schreiber, its
President, maintains voting and investment control over our securities held by
Granite Financial.
We have agreed to file a registration statement, of which this
prospectus is a part, to register the shares of the Selling Securityholders set
forth in the table below in order to permit the Selling Securityholders to sell
these shares from time to time as described in "Plan of Distribution" on page
12.
We cannot determine the actual number of shares of our common stock
that we will issue, because of the variables discussed in this prospectus.
Shares of our common stock sold to the Selling Securityholders will not be
freely tradeable by the Selling Securityholders until they are registered under
applicable securities laws or an exemption from such registration is available.
However, we are required to register for resale all shares of our common stock
issued or issuable to Selling Securityholders in connection with the securities
purchase agreement dated March 16, 2004.
The table below sets forth the name of each Selling Securityholder, the
number of shares being registered for sale as of the date of this prospectus and
sets forth the number of shares of common stock known by us to be beneficially
owned by each of the Selling Securityholders as of May 3, 2004. None of the
Selling Securityholders has had a material relationship with us within the past
three years other than as a result of the ownership of our shares of common
stock or other securities as described in this prospectus. The shares offered by
this prospectus may be offered from time to time by the Selling Securityholders.
The percent of beneficial ownership for each stockholder is based on 3,774,346
shares of our common stock outstanding as of May 3, 2004. The Selling
Securityholders listed in the table below may have acquired, sold or
transferred, in transactions exempt from registration requirements of the
Securities Act of 1933, as amended, some or all of their common stock since the
date as of which the information in the table is presented. We are not making
any representation that any shares covered by this prospectus will or will not
be offered for resale. The
9
Selling Securityholders reserve the right to accept or reject, in whole or in
part, any proposed sale of shares.
Information about the Selling Securityholders may change over time. Any
changed information will be set forth in prospectus supplements. From time to
time, additional information concerning ownership of our common stock may rest
with certain holders thereof not named in the table below and of whom we are
unaware.
------------------------------- ----------------------- -------------------------- -------------------------- ---------------------
SELLING SECURITYHOLDER NUMBER OF SHARES OF NUMBER OF SHARES OF NUMBER OF SHARES OF PERCENT OF COMMON
OMMON STOCK COMMON STOCK TO BE SOLD COMMON STOCK STOCK BENEFICIALLY
BENEFICIALLY OWNED (1) BENEFICIALLY OWNED OWNED AFTER
AFTER OFFERING OFFERING
------------------------------- ----------------------- -------------------------- -------------------------- ---------------------
Iroquois Capital, LP (2) 129,826 129,826 -0- *
Bluegrass Growth Fund LP (2) 324,562 324,562 -0- *
Capital Ventures 324,562 324,562 -0- *
International (2)
Vertical Ventures, LLC (2) 194,737 194,737 -0- *
Granite Financial Group, Inc.(3) 20,000 20,000 -0- *
------------------------------- ----------------------- -------------------------- -------------------------- ----------------------
* Less than one percent (1%).
(1) The figures for the number of shares and the percentage of shares
beneficially owned by the Selling Securityholders after the offering are based
on the assumption that all of the Selling Securityholders will sell all of the
shares registered for sale hereby. Because the Selling Securityholders may offer
all, some or none of the shares pursuant to this prospectus, and because there
are currently no agreements, arrangements or understandings with respect to the
sale of any of the shares, no estimate can be given as to the number of shares
that will be held by the Selling Securityholders after completion of the sale of
shares hereunder. See "Plan of Distribution" On page 12.
(2) The number of shares being offered in this prospectus represent the maximum
number of shares to be issued in connection with the purchase of shares of our
common stock on March 16, 2004 and issuable in connection with the exercise of
outstanding warrants having exercise prices of $3.80, $5.07 and $5.53 per share,
as such number may be adjusted upon the occurrence of dilutive events in
accordance with Rule 416 under the Securities Act.
(3) The number of shares being offered in this prospectus represent the maximum
number of shares to be issued to Granite Financial in connection with its
exercise of outstanding warrants having exercise prices of $5.07 and $5.53 per
share, as such number may be adjusted upon the occurrence of dilutive events in
accordance with Rule 416 under the Securities Act.
None of the Selling Securityholders have informed us of their current
plans with respect to the disposition of shares of our common stock that they
currently own and which are covered by this prospectus.
DESCRIPTION OF RIVIERA TOOL COMMON STOCK
The following summary of our common stock is subject in all respects to
applicable Michigan law, our articles of incorporation and our by-laws. See
"Where You Can Find More Information" on page 3.
General
The authorized capital stock of Riviera Tool consisted of 9,798,575
shares of common stock and 7,000 shares of preferred stock, no par value. As of
May 3, 2004, 3,774,346 shares of common stock were issued and outstanding and no
shares of preferred stock were issued and outstanding. Our shares of common
stock, when issued in accordance with the various warrants, will be validly
issued and outstanding and will be fully paid and non-assessable.
Transfer Agent and Registrar
Continental Stock Transfer & Trust, 17 Battery Place, New York, New
York 10064 is the transfer agent and registrar of our common stock.
Board of Directors
Our by-laws provide that the Board of Directors is divided into three
classes with each class elected for a three year term. The Board currently
consists of five members.
Dividends
We have never declared or paid any cash dividends on our common stock.
We presently intend to retain all future earnings for use in our business and do
not anticipate paying any cash dividends on our common stock in the foreseeable
future.
10
Michigan Anti-Takeover Laws
Under Chapter 7A of the Michigan Business Corporation Act, "business
combinations" (defined to include, among other transactions, mergers,
consolidations, certain dispositions of assets or shares, and certain
recapitalizations) between certain corporations or their domestic subsidiaries
and an "interested shareholder" (defined as the direct or indirect beneficial
owner of at least 10% of the voting power of a covered corporation's outstanding
shares or an affiliate of the corporation which had such 10% ownership within
the preceding two years) can only be consummated if approved by at least 90% of
the votes of each class of the corporation's shares entitled to vote thereon and
by at least two-thirds of such votes not held by the interested shareholder or
its affiliates, unless certain price and other conditions imposed by Chapter 7A
are satisfied. The board of directors may elect to exempt business combinations
with a particular interested shareholder from the requirements of Chapter 7A at
any time before the interested shareholder attains that status.
Under Chapter 7B of the Michigan Business Corporation Act, "control
shares" (defined to mean shares, which when added to all other shares of the
corporation owned by a person or with respect to which that person may exercise
or direct the exercise of voting power, would entitle that person, immediately
after the acquisition of the shares, to exercise or direct the exercise of
voting power in the election of directors in excess of threshold levels of 20%,
33 1/2% or a majority of all voting power) acquired in a "control share
acquisition" (defined to include the acquisition, directly or indirectly, by any
person of ownership of or the power to exercise the voting power with respect
to, issued and outstanding control shares) have the same voting rights as were
accorded the shares before the control share acquisition only to the extent
granted by resolution approved by the shareholders of the corporation. To have
such a resolution considered by the shareholders of the corporation, the
acquiring person must deliver an "acquiring person statement" to the corporation
and the Michigan Department of Commerce, Corporations, Securities and Land
Development Bureau. To be approved by the shareholders, the resolution must be
approved by a majority of the votes cast by the holders of the common stock and
a majority of the votes cast by the holders of shares of each class or series
entitled to vote thereon, excluding "interested shares" (defined to include
shares held by the acquiring person or member of his group, an officer of the
corporation and any director who is also an employee of the corporation). The
practical effect of Chapter 7B of the Michigan Business Corporation Act is to
require that a person making a tender offer for shares of a corporation
condition the offer on shareholder approval of the person's right to vote the
shares to be acquired.
If authorized by a corporation's articles of incorporation or bylaws,
control shares acquired in a control share acquisition with respect to which no
acquiring person statement has been filed may be redeemed by the corporation at
any time more than 60 days after the end of the control share acquisition at
"fair value." If authorized by the corporation's articles of incorporation or
bylaws, control shares acquired in a control share acquisition which are not
accorded full voting rights may be redeemed by the corporation at "fair value."
Unless otherwise provided in the corporation's articles of incorporation or
bylaws, in the event that control shares acquired in a control share acquisition
are accorded full voting rights and the acquiring person has acquired a majority
of all voting power of the corporation, the shareholders of the corporation,
other than the acquiring person, have dissenters' rights. "Fair value" means a
value not less than the highest price paid per share by the acquiring person in
the control share acquisition.
The provisions of Chapter 7B automatically apply to us, although our
board of directors or our shareholders may elect to remove us from the
application of Chapter 7B. Our board of directors has no plans to elect to
remove such application and is not aware of any plans or proposals to do so.
Further, none of the provisions discussed above has been included in our
Articles of Incorporation or Bylaws.
The foregoing discussion concerning the provisions of the Michigan
Business Corporation Act is qualified in its entirety by reference to such
Michigan Business Corporation Act provisions.
Securities and Exchange Commission on Indemnification
Our by-laws provide for a broad right for indemnification for any
person who is or was involved in any manner in any threatened, pending, or
completed investigation, claim, action, suit, or proceeding by reason of the
fact that the person had agreed to become a director, officer, employee, or
agent of our company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that in the opinion of the Commission this type of
indemnification is against public policy as expressed in the Act and is,
therefore unenforceable. In the event that a claim for indemnification against
liabilities arising under the Securities Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
11
proceeding) is asserted by any director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of the submitted issue.
Voting Rights
Each share of common stock is entitled to one vote in the election of
directors and other matters. Common stockholders are not entitled to preemptive
or cumulative voting rights.
PLAN OF DISTRIBUTION
The Selling Securityholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Securityholders may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o settlement of short sales;
o broker-dealers may agree with the Selling Securityholders to
sell a specified number of such shares at a stipulated price
per share;
o a combination of any such methods of sale;
o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or
otherwise; or
o any other method permitted pursuant to applicable law.
The Selling Securityholders may also sell shares under Rule 144 under
the Securities Act of 1933, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Securityholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Securityholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. Each Selling Securityholder does not expect these
commissions and discounts relating to its sales of shares to exceed what is
customary in the types of transactions involved.
In connection with the sale of our common stock or interests therein,
the Selling Securityholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in
short sales of our common stock in the course of hedging the positions they
assume. The Selling Securityholders may also sell shares of our common stock
short and deliver these securities to close out their short positions, or loan
or pledge the common stock to broker-dealers that in turn may sell these
securities. The Selling Securityholders may also enter into option or other
transactions with broker-dealers or other financial
12
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The Selling Securityholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Securityholders
has informed us that it does not have any agreement or understanding, directly
or indirectly, with any person to distribute our common stock.
We have agreed to indemnify the Selling Securityholders against certain
losses, claims, damages and liabilities, including liabilities under the
Securities Act.
Because Selling Securityholders may be deemed to be "underwriters"
within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
Each Selling Securityholder has advised us that they have not entered into any
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the resale shares. There is no underwriter or coordinating
broker acting in connection with the proposed sale of the resale shares by the
Selling Securityholders.
We agreed to keep this prospectus effective until the earlier of (i)
the date on which the shares may be resold by the Selling Securityholders
without registration and without regard to any volume limitations by reason of
Rule 144(e) under the Securities Act or any other rule of similar effect or (ii)
all of the shares have been sold pursuant to the prospectus or Rule 144 under
the Securities Act or any other rule of similar effect. The resale shares will
be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to our common stock for a period
of two business days prior to the commencement of the distribution. In addition,
the Selling Securityholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which may limit the timing of purchases and sales of shares of our common stock
by the Selling Securityholders or any other person. We will make copies of this
prospectus available to the Selling Securityholders and have informed them of
the need to deliver a copy of this prospectus to each purchaser at or prior to
the time of the sale.
We will pay all expenses associated with filing and maintaining the
effectiveness of this registration statement. With the exception of any
brokerage fees and commission which are the obligation of the Selling
Securityholders, we are responsible for the fees, costs and expenses of this
offering which are estimated to be $100,493, inclusive of our legal and
accounting fees, printing costs, "blue sky," filing and other miscellaneous fees
and expenses.
LEGAL MATTERS
Certain legal matters with respect to the validity of our common stock
will be passed upon for us by Greenberg Traurig, LLP, 200 Park Avenue, New York,
NY 10166.
EXPERTS
The financial statements incorporated in this prospectus by reference
from the Riviera Tool Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
13
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993,687 SHARES
RIVIERA TOOL COMPANY
COMMON STOCK
(NO PAR VALUE)
---------------
PROSPECTUS
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MAY 5, 2004
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