Clues->CREATIVE HOST SERVICES INC Form: S-3/A Filing Date: 7/7/2000 freeedgar.com
The following Selling Securityholders own outstanding shares of Common Stock:
<TABLE><CAPTION>
NUMBER OF OUTSTANDING SHARES OFFERED
NAME OF SELLING SECURITYHOLDER BY THIS PROSPECTUS
------------------------------ ------------------------------------
<S> <C>
Pyramid Trading Company (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
</TABLE>
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: <TABLE><CAPTION>
NUMBER OF SHARES
ISSUABLE UPON EXERCISE
NAME OF SELLING SECURITYHOLDER OF WARRANTS
------------------------------ ---------------------------
<S> <C>
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</TABLE>
-7-<PAGE>
(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. |
