SELLING SECURITYHOLDERS ->CREATIVE HOST SERVICES INC filed this 424B3 on 07/19/2000.
tenkwizard.com
The shares of Common Stock being offered by the Selling Securityholders were issued to them in connection with various transactions. The Selling Securityholders include the following persons and entities who have acquired Common Stock and Warrants:
- Nine individuals and two entities which acquired a total of 260,700 shares of our Common Stock for a purchase price of $5.00 per share in a private placement of Common Stock made by CHST in March 2000. The capital raised from that placement was utilized for general working capital.
- A financial advisory firm that received Warrants in consideration for consulting services performed and to be performed for CHST.
- Several individual investors who purchased Warrants in our initial public offering of units which included our Common Stock and Warrants to purchase Common Stock.
- A broker-dealer and several individuals affiliated or previously affiliated with the broker-dealer, which was an underwriter for our initial public offering and which received the Warrants as part of its underwriting compensation.
- An individual financial advisor who exercised warrants granted to him in 1999 for financial advisory services performed for CHST, for which he received shares of our Common Stock.
- A food company that received Warrants from CHST in settlement of certain claims that it made against us.
The following tables set forth certain information with respect to each Selling Securityholder for whom we are registering securities for resale to the public. Beneficial ownership of the Common Stock by such Selling Securityholders after this offering will depend on the number of shares of Common Stock sold by each Selling Securityholder.
The following Selling Securityholders own outstanding shares of Common Stock:
NUMBER OF OUTSTANDING SHARES OFFERED
NAME OF SELLING SECURITYHOLDER BY THIS PROSPECTUS
------------------------------ ------------------------------------
Pyramid Trading Limited Partnership (1) 20,000
Newport Advisors, Inc. (1) 6,000
Anthony Saliba (1) 80,000
Sarco Holdings (1) 12,000
12 Square Partners (1) 120,000
Diane Jergens (1) 2,000
Janaid Razvi (1) 3,000
Mark J. Richardson (1) 10,000
Jeffrey William King, Jr. (1) 2,000
Sohail Taqi (1) 2,700
Abdul Bari (1) 3,000
David C. Olson (2) 3,923
The following Selling Securityholders hold Warrants and therefore have the right to acquire the number of shares indicated below, which are covered by this Prospectus:
NUMBER OF SHARES
ISSUABLE UPON EXERCISE
NAME OF SELLING SECURITYHOLDER OF WARRANTS
------------------------------ ---------------------------
Generation Capital Associates (3) 90,000
Investors in Initial Public Offering (4) 462,500
Cohig & Associates, Inc. (5) 55,200
Harold Golz (5) 5,750
Ed Larkin (5) 5,750
Steven R. Hinkle (5) 5,750
David Lavigne (5) 5,750
Jacob P. Kaijper (5) 5,750
Joseph A. Lavigne (5) 5,750
Russell K. Bean (5) 5,750
Terri E. Lowe (5) 5,750
Rike Wootten (5) 1,150
Kelly M. McCarthy (5) 5,750
J. Michael McNutt (5) 5,750
Ellen Lewelling (5) 1,150
Integrated Foods Company (6) 1,600
EBI Securities, Inc. (7) 20,000
Continental Capital & Equity Corporation (8) 150,000
-7-
--------------------------------------------------------------------------------
(1) These individuals purchased the shares of Common Stock in a private placement in March 2000 for a purchase price of $5.00 per share. Mark J. Richardson provides legal services to CHST. See "LEGAL MATTERS."
(2) David C. Olson was issued 6,000 warrants to purchase our Common Stock in February 1999 for financial advisory services performed by him for us commencing in August 1997. The warrants had an exercise price of $4.50 per share and could be exercised on a "cashless" basis. In May 2000, Mr. Olson exercised the warrants and was issued 3,923 shares of our Common Stock.
(3) Generation Capital Associates was issued these Warrants on May 9, 2000 in consideration for its financial advisory and consulting services to CHST. The Warrants are exercisable at any time until May 9, 2001 at an exercise price of $16.00 per share. The holder of these Warrants has demand registration rights, which are being satisfied by inclusion of them in this Prospectus.
(4) Several investors in our initial public offering acquired these Warrants along with our Common Stock on July 21, 1997 pursuant to a Prospectus included in a Form S-1 Registration Statement declared effective by the Securities and Exchange Commission. Each Warrant is exercisable until July 21, 2000 at an exercise price of $5.40 per share. As of July 7, 2000, approximately 423,500 of these Warrants have been exercised and the balance remains outstanding.
(5) These Warrants were issued to the underwriter for our initial public offering on July 21, 1997 as part of its underwriting compensation. Each Warrant is exercisable until July 21, 2000 at an exercise price of $5.40 per share. As of July 7, 2000, 5,750 of these Warrants have been exercised.
(6) Integrated Foods Company was issued these Warrants on March 1, 2000 as consideration for the settlement of all claims made by that company against CHST. Each Warrant entitles the holder to purchase one share of our Common Stock for a price of $3.03 per share at any time until March 1, 2002.
(7) EBI Securities, Inc. was issued these Warrants in December 1998 for assisting us in obtaining financing from the 12% Secured Convertible Notes that were issued on December 21, 1998. Each Warrant entitles the holder to purchase one share of our Common Stock for a price of $1.48 per share at any time until December 21, 2003.
(8) Effective May 1, 2000, CHST entered into a Market Access Program and Marketing Agreement with Continental Capital & Equity Corporation ("CCEC") pursuant to which CCEC has agreed to provide investor relations services for CHST. The investor relations services include the following: (a) establish a financial public relations methodology designed to increase the awareness of CHST within the investment community, (b) assist CHST in the implementation of its business plan and in accurately disseminating CHST's information to the marketplace, (c) introduce CHST to active retail brokers, financial analysts, institutional fund managers, private investors and financial newsletter writers, (d) prepare CHST due diligence reports and corporate profile and fact sheets, (e) arrange and conduct telemarketing and teleconferencing programs with a CCEC moderator, CHST executives, brokers, financial analysts, fund managers and other interested participants, (f) feature CHST's corporate profile or fact sheet on CCEC's web site, (g) assist CHST in the preparation of all press releases and coordinate releases through CHST's paid account with PR NewsWire or BusinessWire, (h) create, build and continually enhance a fax database of all brokers, investors, analysts and media contacts who have expressed an interest in receiving ongoing information on CHST, (i) send CHST's public information to brokers, institutional fund managers, financial analysts and industry professionals, (j) serve as CHST's external publicist, and (k) at CHST's request, strive to obtain analyst coverage for CHST and investment banking sponsorship. In consideration for CCEC's services for CHST, CHST has agreed to pay to CCEC the following consideration: (1) $10,000 per month in cash, payable quarterly in advance during the term of the agreement, (2) a warrant to purchase 100,000 shares of our Common Stock at a price of $16.00 per share at any time from the effective date of the agreement until one year after the date of this Prospectus, (3) a warrant to purchase an additional 125,000 shares of our Common Stock at a price of $16.00 per share, if CHST does not terminate the agreement on or before November 1, 2000, which would expire one year after the shares underlying those warrants were registered with the Securities and Exchange Commission if the warrants are granted, and (4) a warrant to purchase an additional 50,000 shares of our Common Stock at a price of $11.00 per share, which may be exercised on a cash basis or on a "cashless" conversion basis at any time from the effective date of the agreement until one year after the date of this Prospectus. Any proceeds from the subsequent sale of shares of our Common Stock issued to CCEC pursuant to the exercise of the $11.00 Warrants are to be
utilized to pay the costs of any ancillary public relations services conducted by CCEC on behalf of CHST under the agreement, and CHST must approve all such expenses in advance. CHST also has a right of first refusal to purchase any shares issued to CCEC pursuant to the exercise of the $11.00 or $16.00 Warrants granted to CCEC under the agreement before CCEC sells them to any third party. CHST is obligated to reimburse CCEC for costs and expenses incurred by it in the performance of its duties for CHST under the agreement. CHST has the right to terminate the agreement upon 15 days prior written notice to CCEC delivered at any time on or after 165 days after the effective date of the agreement. The agreement otherwise expires on May 1, 2001. If CHST elects early termination on or before November 1, 2000, then it is not obligated to issue the additional 125,000 warrants to CCEC. |
