As filed with the Securities and Exchange Commission on December 7, 2005
January 29, 2021
Registration No. 333-129336
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333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM
_______________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENGLOBAL CORPORATION
(Exact
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ENGlobal Corporation
(Exact name of registrant as specified in its charter)
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State of Nevada 88-0322261
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
| Nevada | 88-0322261 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
654 N.North Sam Houston Parkway E.,East, Suite 400
Houston, Texas 77060-5914
(281) 878-1000
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(Address,
(Address, including zip code, and telephone number, including area code, of registrant'sregistrant’s principal executive offices)
William
Mark A. Coskey, P.E.
Chairman
Hess
Chief Financial Officer, Treasurer and Secretary
ENGlobal Corporation
654 N.North Sam Houston Parkway E.,East, Suite 400
Houston, Texas 77060-5914
(281) 878-1000
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy
_______________
Copies to:
Kathryn K. Lindauer, Esq.
Jenkens & Gilchrist, P.C.
401 Congress Avenue, Suite 2500
Austin, Texas 78701
Telephone: (512) 499-3800
Facsimile: (512) 499-3810
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| E. James Cowen |
| Porter Hedges LLP |
| 1000 Main, 36th Floor |
| Houston, Texas 77002 |
| Telephone: (713) 226-6649 |
| Telecopy: (713) 226-6249 |
_______________
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to a dividend or interest reinvestment plans, please check the following box. [ ]
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, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer []
Non-accelerated filer [X] Smaller reporting company [X]
Emerging growth company []
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [ ]
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CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered (1) | Amount to be Registered | Proposed Maximum Aggregate Offering Price per Unit | Proposed Maximum Offering Price | Amount of Registration Fee |
| Common Stock, par value $0.001 per share | ||||
| Preferred Stock, par value $0.001 per share | ||||
| Total | $100,000,000 (2) | $10,910 (3) |
(1)
The registrantsecurities registered consist of $100,000,000 of an indeterminate number or amount of common stock and preferred stock, as may be issued from time to time at indeterminate prices. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $100,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. This registration statement also covers an indeterminate amount of securities registered hereunder and listed in the “Calculation of Registration Fee” table above as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder and listed in the “Calculation of Registration Fee” table above. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.
(2)
The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act.
(3)
Calculated in accordance with Rule 457(o) of the Securities Act.
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The Registrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
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Subject
EXPLANATORY NOTE
This registration statement contains:
●
a base prospectus, which covers the offering, issuance and sale by us of up to completion, dated December 7, 2005
PROSPECTUS
2,960,714 Shares
ENGlobal Corporation
Common Stock
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We are registering our common stock for resale by$100,000,000 in the selling stockholders
identified in this prospectus. We are not selling any shares of our common stock
under this prospectus and will not receive anyaggregate of the proceedssecurities identified above from time to time in one or more offerings; and
●
a sales agreement prospectus, which covers the offering, issuance and sale by us of up to $25,000,000 in the aggregate of shares by the selling stockholders. Specifically, this prospectus relates to the
resale of:
o 2,000,000 shares of our common stock that weremay be issued and sold from time to time under an at the market sales agreement (the “sales agreement”) by and between us and B. Riley Securities, Inc., as sales agent.
The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the selling
stockholdersbase prospectus will be specified in connection with a private placement in September 2005; and
o 960,714 sharesprospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus. The $25,000,000 of our common stock that may be offered, issued and sold under the sales agreement prospectus is included in the $100,000,000 of securities that may be offered, issued and sold by certainus under the base prospectus. Upon termination of our executive
officersthe sales agreement, any portion of the $25,000,000 included in the sales agreement prospectus that is not sold pursuant to the selling stockholders in a secondarysales agreement will be available for sale in September 2005.
For a description ofother offerings pursuant to the plan of distribution of the resalebase prospectus, and if no shares see
page 13 of this prospectus.
Our common stock is currently traded on the American Stock Exchangeare sold under the symbol "ENG." On November 30, 2005,sales agreement, the last reported sales price for our
common stock was $6.75 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE
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CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
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Neither the Securities and Exchange Commission nor any statefull $25,000,000 of securities commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representationmay be sold in other offerings pursuant to the contrary is a
criminal offense.
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The date of this prospectus is December ___, 2005.
base prospectus.
The information in this prospectus is not complete and may be changed. The
selling stockholdersWe 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 or jurisdictionstate where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 29, 2021
PROSPECTUS
ENGlobal Corporation
$100,000,000
Common Stock
Preferred Stock
We may offer from time to time shares of our common stock and shares of our preferred stock.
The aggregate initial offering price of the securities that we offer will not exceed $100,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Our common stock is quoted on The Nasdaq Capital Market under the symbol “ENG.” The last reported sale price of our common stock on January 27, 2021 was $7.44 per share.
We will provide the specific terms of the offering in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement.
Investing in our securities involves significant risks that are described in the “Risk Factors” section beginning on page 4 of this prospectus.
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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.
TABLE OF CONTENTS
Page
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SUMMARY........................................................................1
RISK FACTORS...................................................................3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................8
SELLING STOCKHOLDERS...........................................................9
REGISTRATION RIGHTS OF SELLING STOCKHOLDERS...................................12
PLAN OF DISTRIBUTION..........................................................13
USE OF PROCEEDS...............................................................14
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................14
WHERE YOU CAN FIND MORE INFORMATION...........................................14
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file with the Commission, includes all material information relating to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution. If there is any inconsistency between the information in this prospectus and a prospectus supplement or information incorporated by reference having a later date, you should rely on the information in that prospectus supplement or incorporated information having a later date. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Documents By Reference” and the additional information described under the heading “Where You Can Find More Information,” before buying any of the securities being offered.
You should rely only on the information containedwe have provided or incorporated or deemed
to be incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. The offered shares areNo dealer, salesperson or other person is authorized to give any information or to represent anything not
being offered in any jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus, speaksany applicable prospectus supplement or any related free writing prospectus.
Neither the delivery of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.
The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus and any prospectus supplement. We have filed and plan to continue to file other documents with the Commission that contain information inabout us and our business. Also, we will file legal documents that control the documents incorporated or deemed to be
incorporatedterms of the securities offered by reference in this prospectus speaks only as ofexhibits to the respective
dates those documents were filedreports that we file with the SecuritiesCommission. The registration statement and Exchangeother reports can be read at the Commission (the "Commission").
website or at the Commission offices mentioned under the heading “Where You Can Find More Information.”
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under "Where“Where You Can Find More Information."
”
ii
ENGLOBAL CORPORATION
As used in this prospectus, "ENGlobal," "the Company," "we," "our," "ours,"
and "us"unless otherwise indicated, “we,” “our,” “us,” the “Company” or similar terms refer collectively to ENGlobal Corporation, and its consolidatednot the subsidiaries except
where the context otherwise requires or as otherwise clearly indicated.
SUMMARY
of ENGlobal Corporation.
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes theretoCompany, incorporated by reference
in this prospectus. Because it is a summary, it does not contain all the
information that you should consider before investing. You should read this
entire prospectus carefully, including the section entitled "Risk Factors" and
our financial statements and the notes thereto before making an investment
decision.
ENGLOBAL
Overview
We are a leading provider of engineering services and systems principally
to the petroleum refining, petrochemical, pipeline, production and process
industries throughout the United States and internationally. The services
provided by our multi-disciplined staff span the lifecycle of a project and
include feasibility studies, design, procurement and construction management. We
also supply automation, control, and uninterruptible electrical power systems to
our clients worldwide.
From 1999 to 2004, our net revenue from continuing operations grew from
$13.6 million in 2000 to $148.9 million in 2004, a compounded annual growth rate
of approximately 82%. We have accomplished this growth by expanding our service
offerings and geographic presence through a series of strategic acquisitions and
through internal growth. We now have offices strategically located in Beaumont,
Dallas, Freeport, Houston and Midland, Texas, Baton Rouge and Lake Charles,
Louisiana, Blackwell, Cleveland and Tulsa, Oklahoma, and Calgary, Alberta.
We were incorporated as Industrial Data Systems Corporation in the State of Nevada in June 1994.1994, is a leading provider of engineered modular solutions to the energy industry. We deliver these solutions to our clients by utilizing our vertically integrated project execution capabilities, including, (i) professional engineering and project support services, (ii) automation design, configuration and systems integration expertise, and (iii) mechanical and modular fabrication capabilities. We believe our vertically integrated strategy allows us to differentiate our company from most of our competitors as a full-service provider. As a result, our clients’ dependency on and coordination of multiple vendors is reduced, improving control over their projects’ costs and schedules. Our strategy and positioning also allows the Company to pursue larger scopes of work centered around many different types of modularized engineered systems that can be both processing and automation focused.
We derive revenues primarily from three sources: (i) business development efforts, (ii) preferred provider or alliance agreements with strategic end user clients, original equipment manufacturers, and technology partners, and (iii) referrals from existing customers and industry members. Our business development professionals are focused on specific market segments within the energy industry. The market segments that we are targeting include Renewables, Automation, Refining and Transportation, Upstream and Government Services. This market focus allows us to develop centers of expertise for each of our targeted markets.
Within the Renewables group, our focus is to design and build production facilities for hydrogen and associated products, together with converting existing production facilities to produce products from renewable feedstock sources. These projects often utilize technologies that are more fuel efficient, and therefore reduce the associated carbon footprint of the facility. Our scope of work on these projects will typically include front-end development, engineering, procurement, mechanical fabrication, automation and commissioning services, and may be performed in conjunction with a construction partner.
Our Automation group designs, integrates and commissions modular systems that include electronic distributed control, on-line process analytical data, continuous emission monitoring, and electric power distribution. Often these packaged systems are housed in a fabricated metal enclosure, modular building or freestanding metal rack, which are commonly included in our scope of work. We provide automation engineering, procurement, fabrication, systems integration, programing and on-site commissioning services to our clients for both new and existing facilities.
Our Refining and Transportation group focuses on providing engineering, procurement and automation services as well as fabricated products to downstream refineries and petrochemical facilities as well as midstream pipeline, storage and other transportation related companies. These services are often applied to small capital improvement and maintenance projects within refineries and petrochemical facilities. For our transportation clients, we work on facilities that include pumping, compression, gas processing, metering, storage terminals, product loading and blending systems. In December 2001, we merged with Petrocon Engineering, Inc.addition, this group designs, programs and in June 2002, we changed our name from Industrial Data Systems Corporation
to ENGlobal Corporation. Effective June 16, 2002, the trading symbolmaintains supervisory control and data acquisition (SCADA) systems for our common stock, tradedtransportation clients.
The Upstream group provides engineering, fabrication and automation services to clients who have operations in the U.S. oil and gas exploration and development markets. The operations are usually associated with the completion, purification, storage and transmission of the oil and gas from the well head to the terminal or pipeline destination.
Our Government Services group provides services related to the engineering, design, installation and maintenance of automated fuel handling and tank gauging systems for the U.S. military across the globe in addition to cybersecurity assessment and SCADA systems design and maintenance in the private sector.
Our engineering services are strategically located in offices in cities near our clients while our fabrication and integration facilities are more centrally located. We generally enter into two principal types of contracts with our clients: time-and-material contracts and fixed-price contracts. Our clients typically determine the type of contract to be utilized for a particular engagement, with the specific terms and conditions of a contract being negotiated and typically contained in a multiyear services agreement.
Our business development professionals focus on building long-term relationships with clients in order to provide solutions throughout the American Stock Exchange, changedlife-cycle of their projects and facilities. Additionally, we seek to capitalize on cross-selling opportunities between our market segments and many of our projects will contain elements from "IDS"more than one market segment. Sales leads are often jointly developed and pursued by our business development personnel from multiple markets.
Products and services are also promoted through trade advertising, participation in industry conferences and on-line internet communication via our corporate home page atwww.englobal.com. The ENGlobal website illustrates our company’s full range of services and capabilities and is updated on a continuous basis. Through the ENGlobal website, we seek to "ENG".
provide visitors and investors with a single point of contact for obtaining information about our company. We are not incorporating the contents of the website into this prospectus.
We also develop preferred provider and alliance agreements with clients in order to facilitate repeat business. These preferred provider agreements, also known as master service or umbrella agreements, typically have a duration of three to five years. This allows our clients to release work to us without having to negotiate contract terms for each individual project. With the primary terms of the contract agreed to, add-on projects with these customers are easier to negotiate and can be accepted quickly, without the necessity of a bidding process. Management believes that these agreements can serve to stabilize project-centered operations.
Our principal executive offices are located at 654 N. Sam Houston Parkway E.,East, Suite 400, Houston, Texas 77060-5914 and our77060-5914. Our telephone number is (281) 878-1000. Our website address is www.englobal.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information discussed in this prospectus, our filings with the SEC and our public releases include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the SEC. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of us to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.
The forward-looking statements contained in or incorporated by reference into this prospectus are largely based on our website isexpectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including:
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the impact of the COVID-19 pandemic and of the actions taken by governmental authorities, individuals and companies in response to the pandemic on our business, financial condition, and results of operations, including on our revenues and profitability;
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the effect of economic downturns and the volatility and level of oil and natural gas prices, including the severe disruptions in the worldwide economy, including the global demand for oil and natural gas, resulting from the COVID-19 pandemic;
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our ability to realize revenue projected in our backlog and our ability to collect accounts receivable and process accounts payable in a timely manner;
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our ability to increase our backlog, revenue and profitability;
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our ability to realize project awards or contracts on our pending proposals, and the timing, scope and amount of any related awards or contracts;
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our ability to retain existing customers and attract new customers;
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our ability to attract and retain key professional personnel;
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our ability to obtain additional financing when needed;
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our dependence on one or a few customers;
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the risks of internal system failures of our information technology systems, whether caused by the Company, third-party service providers, intruders or hackers, computer viruses, malicious code, cyber-attacks, phishing and other cyber security problems, natural disasters, power shortages or terrorist attacks;
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the uncertainties related to the U.S. Government's budgetary process and their effects on our long-term U.S. Government contracts;
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the risk of unexpected liability claims or poor safety performance;
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our reliance on third-party subcontractors and equipment manufacturers;
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our ability to satisfy the continued listing standards of NASDAQ with respect to our common stock or to cure any continued listing standard deficiency with respect thereto; and
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the effect of changes in laws and regulations, including U.S. tax laws, with which the Company must comply and the associated cost of compliance with such laws and regulations.
Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us.
In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus and in the documents incorporated by reference into this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Risk Factors” included elsewhere in this prospectus and in the documents that we include in or incorporate by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, our Quarterly Report for the quarterly period ended September 26, 2020, and our subsequent SEC filings. All forward-looking statements speak only as of the date they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus forms a part of this prospectus.
1
The Offering
Common stock covered hereby....... 2,960,714 shares of our common stock held bya registration statement on Form S-3 we filed with the selling stockholders
Use of proceeds................... We willSEC. This prospectus does not receive any proceeds from the
sale or other dispositioncontain all of the shares ofinformation found in the registration statement. For further information regarding us and our common stock bysecurities, you may desire to review the selling
stockholders.
Registration Rights............... Pursuant to afull registration rights agreementstatement, including its exhibits and schedules, filed under the Securities Act, as well as our proxy statement, annual, quarterly and other reports and other information we have entered intofile with the selling
stockholders, we have filedSEC. The SEC maintains a shelfwebsite on the Internet at www.sec.gov that contains reports, proxy and information statements, and other information regarding companies that file electronically with the SEC. We maintain a website on the Internet at www.englobal.com. Our registration statement, of which this prospectus isconstitutes a part, can be downloaded from the SEC’s website or from our website at www.englobal.com. Information on the SEC website, our website or any other website is not incorporated by reference in this prospectus and does not constitute part of this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have previously been filed by us with the Commission
relatingSEC under the Exchange Act, are incorporated herein by reference:
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our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the SEC on March 27, 2020 (File No. 001-14217), and portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2020, incorporated by reference therein (File No. 001-14217);
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our Quarterly Reports on Form 10-Q for the quarters ended March 28, 2020, filed with the SEC on May 7, 2020, June 27, 2020, filed with the SEC on August 6, 2020, and September 26, 2020, filed with the SEC on November 5, 2020 (File No. 001-14217);
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our Current Reports on Form 8-K, filed with the SEC on April 15, 2016, March 26, 2020, April 16, 2020, April 24, 2020, May 7, 2020, May 26, 2020, June 3, 2020, June 11, 2020, August 6, 2020, September 29, 2020, November 5, 2020, December 1, 2020, December 7, 2020 and January 29, 2021 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit) (File No. 001-14217); and
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the resale of 2,960,714 sharesdescription of our common stock heldset forth in our registration statement on Form 8-A, filed with the SEC on December 17, 2007 (File No. 001-14217), including any and all subsequent amendments and reports filed for the purpose of updating that description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the selling
stockholders. We have agreedExchange Act (excluding any information furnished pursuant to use our best
effortsItem 2.02 or Item 7.01 on any Current Report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit) after the date of the initial registration statement of which this prospectus forms a part and prior to havethe effectiveness of the registration statement declared effective on or before December 29,
2005 and to use our best efforts to keep the
registration statement effective for two
years after the date thatof this prospectus until the registration
statement is declared effective. If the
registration statement is not declared
effective on or before December 29, 2005, we
are requiredtermination of each offering under this prospectus shall be deemed to pay liquidated damagesbe incorporated in this prospectus by reference and to each selling stockholder in an amount per
month equal to 1% of the amount purchased by
such selling stockholderbe a part hereof from the Companydate of filing of such documents. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the September 2005 private placement and 1%extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a free copy of these filings, other than any exhibits, unless the amount purchasedexhibits are specifically incorporated by reference into this prospectus, by writing or telephoning us at the selling
stockholder from the officersfollowing address:
ENGlobal Corporation
Attention: Chief Financial Officer
654 N. Sam Houston Parkway East, Suite 400
Houston, Texas 77060-5914
RISK FACTORS
An investment in our securities involves a high degree of the Company
in the September 2005 secondary sale.
American Stock Exchange symbol.... ENG
2
RISK FACTORSrisk. You should carefully consider the risks described below before makingrisk factors and all of the other information included in, or incorporated by reference into, this prospectus, including those risk factors included in our Annual Report on Form 10-K for the year ended December 28, 2019, our Quarterly Reports on Form 10-Q for the quarterly periods ended March 28, 2020, June 27, 2020, September 26, 2020 and our subsequent Commission filings, in evaluating an investment decision. Thein our securities. If any of these risks described below are not the only ones facingwere to occur, our
Company. Additional risks not currently known to us or that we currently deem
immaterial may also impair our business operations.
Our business, financial condition or results of operations could be materially adversely affected by any of these risks. Theaffected. In that case, the trading price of our common stocksecurities could decline due to any of these risks, and you maycould lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement or any pricing supplement, we will use the net proceeds from the sale of the securities offered by us for working capital needs, capital expenditures, repayment or refinancing of indebtedness, acquisitions, repurchases and redemptions of securities, and for other general corporate purposes. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.
DESCRIPTION OF CAPITAL STOCK
The following description sets forth certain material terms and provisions of our common stock and preferred stock. This description also summarizes relevant provisions of the Nevada Revised Statutes (“NRS”). The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the relevant provisions of the NRS, and to our Restated Articles of Incorporation, dated January 29, 2021 (our “articles of incorporation”), and our Second Amended and Restated Bylaws, dated April 14, 2016 (our “bylaws”), which are filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 29, 2021 and Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 15, 2016, respectively, which are incorporated by reference herein. Please read “Where You Can Find More Information.”
Authorized and Outstanding Capital Stock
The following description of our common stock and provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to our articles of incorporation and bylaws, which have been incorporated by reference herein.
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of undesignated preferred stock, par value $0.001 per share.
As of January 27, 2021, there were 27,553,186 shares of common stock outstanding, and no shares of preferred stock were issued or outstanding.
Description of Common Stock
Voting. Holders of shares of the common stock are entitled to one vote for each share held of record on matters properly submitted to a vote of our stockholders. Stockholders are not entitled to vote cumulatively for the election of directors.
Dividends. Subject to the dividend rights of the holders of any outstanding series of preferred stock, holders of shares of common stock will be entitled to receive ratably such dividends, if any, when, as, and if declared by our Board of Directors out of the Company’s assets or funds legally available for such dividends or distributions.
Liquidation and Distribution. In the event of any liquidation, dissolution, or winding up of the Company’s affairs, holders of the common stock would be entitled to share ratably in the Company’s assets that are legally available for distribution to its stockholders. If the Company has any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution preferences, liquidation preferences, or both. In such case, the Company must pay the applicable distributions to the holders of its preferred stock before it may pay distributions to the holders of common stock.
Conversion, Redemption, and Preemptive Rights.Holders of the common stock have no preemptive, subscription, redemption or conversion rights.
Sinking Fund Provisions. There are no sinking fund provisions applicable to the common stock.
Description of Preferred Stock
Subject to the terms of our articles of incorporation, our Board of Directors has the authority to approve the issuance of all or any of our authorized shares of the preferred stock in one or more series, to determine the number of shares constituting any series and to determine any voting powers, conversion rights, dividend rights and other designations, preferences, limitations, restrictions and rights relating to such shares.
Anti-Takeover Effects of Nevada Law; Our Articles of Incorporation and Our Bylaws
General.Certain provisions of our articles of incorporation and bylaws, and certain provisions of the NRS could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and our bylaws and the relevant provisions of the NRS.
Preferred Stock. The authorization of undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire control of the Company.
No Action by Written Consent.Our bylaws provide that no action required or permitted to be taken at a meeting of the stockholders may be taken by written consent.
Advance Notice Requirements. Stockholders wishing to nominate persons for election to our Board of Directors at a meeting or to propose any business to be considered by our stockholders at a meeting must comply with certain advance notice and other requirements set forth in our bylaws.
Special Meetings.Our bylaws provide that special meetings of stockholders may only be called by the President or Secretary, by a majority of the Board of Directors, or by the President at the written request of at least fifty percent (50%) of the number of shares of the Company then outstanding and entitled to vote.
Board Vacancies. Our bylaws provide that any vacancy on our Board of Directors, howsoever resulting, may be filled by a majority vote of the remaining directors.
Removal of Directors.Our bylaws provide that any directors may be removed either with or without cause at any time by the vote of stockholders representing two-thirds of the voting power of the issued and outstanding capital stock entitled to vote.
Nevada Anti-Takeover Statutes.The NRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested stockholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested stockholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within ninety days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada which has two hundred or more stockholders, at least one hundred of whom are stockholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation.
Amendment of Articles of Incorporation and Bylaws
Our bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of the stockholders owning a majority of the shares and entitled to vote thereon. The bylaws may also be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of our Board of Directors by a majority vote of directors present at the meeting at which a quorum is present, except that any such amendment may not be inconsistent with or contrary to the provision of an amendment adopted by the stockholders.
Limitation of Liability and Indemnification of Officers and Directors
Our articles of incorporation limits the personal liability of directors and officers for breach of fiduciary duty to the Company or our stockholders. However, this provision does not eliminate or limit the liability of any of our directors and officers for:
● | acts or omissions that involve intentional misconduct, fraud or a knowing violation of law; or | |
● | the payment of dividends in violation of Section 78.300 of the NRS. |
Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation on the personal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification.
Our bylaws provide that the Company shall indemnify any director or officer of the Company against all costs and expenses actually and reasonably incurred by such person or on such person’s behalf, to the extent such director or officer is a party to or a witness in an action, suit or proceeding by reason of its position with the Company.
Authorized but Unissued Shares
Our authorized but unissued shares of common stock and preferred stock are available for future issuance, subject to any limitations imposed by the listing standards of The Nasdaq Capital Market. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Investor Services, LLC. Its address is P.O. Box 30170, College Station, Texas 77842-3170, and its telephone number is 1-800-662-7232.
Our common stock is listed on The Nasdaq Capital Market under the symbol “ENG.”
PLAN OF DISTRIBUTION
We may sell our securities from time to time through underwriters, dealers or agents or directly to purchasers, in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. We may use these methods in any combination.
We will describe the terms of the offering of the securities in a prospectus supplement, information incorporated by reference or any related free writing prospectus, including:
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the name or names of any underwriters, if any;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any underwriting discounts and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
Only underwriters we name in the prospectus supplement, information incorporated by reference or any related free writing prospectus are underwriters of the securities offered thereby.
The distribution of securities may be effected, from time to time, in one or more transactions, including:
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block transactions (which may involve crosses) and transactions on the NASDAQ or any other organized market where the securities may be traded;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;
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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and
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sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.
By Underwriters
We may use an underwriter or underwriters in the offer or sale of our securities.
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If we use an underwriter or underwriters, the offered securities will be acquired by the underwriters for their own account.
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We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the prospectus supplement.
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The underwriters will use this prospectus and the prospectus supplement to sell our securities.
We may also sell securities pursuant to one or more standby agreements with one or more underwriters in connection with the call, redemption or exchange of a specified class or series of any of our outstanding securities. In a standby agreement, the underwriter or underwriters would agree either:
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to purchase from us up to the number of shares of common stock that would be issuable upon conversion or exchange of all the shares of the class or series of our securities at an agreed price per share of common stock; or
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to purchase from us up to a specified dollar amount of offered securities at an agreed price per offered security, which price may be fixed or may be established by formula or other method and which may or may not relate to market prices of our common stock or any other outstanding security.
The underwriter or underwriters would also agree, if applicable, to convert or exchange any securities of the class or series held or purchased by the underwriter or underwriters into or for our common stock or other security.
The underwriter or underwriters may assist in the solicitation of conversions or exchanges by holders of the class or series of securities.
By Dealers
We may use a dealer to sell our securities.
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If we use a dealer, we, as principal, will sell our securities to the dealer.
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The dealer will then resell our securities to the public at varying prices that the dealer will determine at the time it sells our securities.
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We will include the name of the dealer and the terms of our transactions with the dealer in the prospectus supplement.
By Agents
We may designate agents to solicit offers to purchase our securities.
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We will name any agent involved in offering or selling our securities and any commissions that we will pay to the agent in the prospectus supplement.
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Unless we indicate otherwise in the prospectus supplement, our agents will act on a best efforts basis for the period of their appointment.
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Our agents may be deemed to be underwriters under the Securities Act of any of our securities that they offer or sell.
By Delayed Delivery Contracts
We may authorize our agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts.
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If we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts.
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These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement.
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We will indicate in the prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed delivery contracts will be entitled to receive.
Direct Sales
We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional or other investors, including our affiliates. We will describe the terms of our direct sales in the prospectus supplement. We may also sell our securities upon the exercise of rights which we may issue.
General Information
Underwriters, dealers and agents that participate in the distribution of our securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive and any profit they make on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in a prospectus supplement. We may indemnify agents, underwriters and dealers against certain civil liabilities, including liabilities under the Securities Act, or make contributions to payments they may be required to make relating to those liabilities. Our agents, underwriters and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
Preferred stock may be a new issue of securities with no established trading market. Any underwriters to whom preferred stock offered by this prospectus are sold by us for public offering and sale may make a market in the preferred stock offered by this prospectus, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for preferred stock offered by this prospectus.
Representatives of the underwriters through whom our securities are sold for public offering and sale may engage in over-allotment, stabilizing transactions, syndicate short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the offered securities so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering transactions involve purchases of the offered securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the representative of the underwriters to reclaim a selling concession from a syndicate member when the offered securities originally sold by such syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Such stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the offered securities to be higher than it would otherwise be in the absence of such transactions. These transactions may be effected on a national securities exchange and, if commenced, may be discontinued at any time. Underwriters, dealers and agents may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ordinary course of business.
Fees and Commissions
If 5% or more of the net proceeds of any offering of securities made under this prospectus will be received by a Financial Industry Regulatory Authority (“FINRA”) member participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby will be passed on for us by Holland & Hart LLP, Reno, Nevada. Any underwriters will be advised about other issues relating to any offering by their own legal counsel.
EXPERTS
The consolidated financial statements of ENGlobal Corporation and subsidiaries (the Company) as of December 28, 2019 and December 29, 2018, and for the years then ended, have been incorporated by reference herein, in reliance upon the report of Moss Adams LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report covering the December 28, 2019 financial statements refers to the Company changing its method of accounting for leases as of December 30, 2018 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus containsis 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.
SUBJECT TO COMPLETION, DATED JANUARY 29, 2021
Prospectus
ENGlobal Corporation
Up to $25,000,000
Shares of Common Stock
We entered into an at the market sales agreement (the “sales agreement”) with B. Riley Securities, Inc. (“B. Riley Securities” or our “sales agent”), as our sales agent, relating to shares of our common stock on January 29, 2021. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through or to our sales agent under this prospectus, as sales agent or as principal.
Sales of our common stock, if any, under this prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Our common stock is listed on The Nasdaq Capital Market under the symbol “ENG.” The last reported sale price of our common stock on The Nasdaq Capital Market on January 27, 2021 was $7.44 per share.
The compensation of our sales agent for sales of common stock pursuant to the sales agreement shall be a commission rate equal to 3.0% of the gross proceeds per share of common stock. The net proceeds from any sale under this prospectus will be used as described under “Use of Proceeds” in this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement.
In connection with the sale of the common stock on our behalf, B. Riley Securities will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of B. Riley Securities will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to B. Riley Securities with respect to certain civil liabilities, including liabilities under the Securities Act. See “Plan of Distribution.”
The sales agent is not required to sell any specific number or dollar amount of common stock but will use its commercially reasonable efforts, as our agent and subject to the terms of the sales agreement, to sell the common stock offered, as instructed by us. The offering of common stock pursuant to this prospectus will terminate upon the earlier of (i) the sale of all common stock subject to this prospectus or (ii) the termination of the sales agreement by us or by the sales agent pursuant to the terms of the sales agreement.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus and in our reports filed with the Securities and Exchange Commission which are incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our common stock.
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.
B. Riley Securities
The date of this prospectus is , 2021
TABLE OF CONTENTS
Prospectus
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I
About This Prospectus
You should assume that the information contained in this prospectus is accurate only as of the date on the front page of this prospectus and that any information we have incorporated by reference into this prospectus is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of a security.
In addition, we incorporate important information into this prospectus by reference. You may obtain the information incorporated by reference into this prospectus without charge by following the instructions under “Where You Can Find More Information” in this prospectus. We urge you to carefully read this prospectus and the information incorporated by reference before buying any of the securities being offered under this prospectus.
To the extent that any statement that we make in this prospectus is inconsistent with statements made in any documents incorporated by reference herein, the statements made in this prospectus will be deemed to modify or supersede those made in such documents incorporated by reference therein.
You should rely only on the information contained, or incorporated herein by reference, in this prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so.
This prospectus is part of a registration statement on Form S-3 we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this “shelf” process, we may sell from time to time in one or more offerings up to $100,000,000 of our common stock or preferred stock. The $25,000,000 of shares of common stock that may be offered, issued and sold under this prospectus is included in the $100,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf registration statement.
II
PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully, including the information referred to under the heading “Risk Factors” in this prospectus on page 3, and the financial statements and other information incorporated by reference in this prospectus when making an investment decision. In this prospectus, the terms “we,” “us,” and the “Company” refer to ENGlobal Corporation and its subsidiaries. Our Company The Company, incorporated in the State of Nevada in June 1994, is a leading provider of engineered modular solutions to the energy industry. We deliver these solutions to our clients by utilizing our vertically integrated project execution capabilities, including, (i) professional engineering and project support services, (ii) automation design, configuration and systems integration expertise, and (iii) mechanical and modular fabrication capabilities. We believe our vertically integrated strategy allows us to differentiate our company from most of our competitors as a full-service provider. As a result, our clients’ dependency on and coordination of multiple vendors is reduced, improving control over their projects’ costs and schedules. Our strategy and positioning also allows the Company to pursue larger scopes of work centered around many different types of modularized engineered systems that can be both processing and automation focused. We derive revenues primarily from three sources: (i) business development efforts, (ii) preferred provider or alliance agreements with strategic end user clients, original equipment manufacturers, and technology partners, and (iii) referrals from existing customers and industry members. Our business development professionals are focused on specific market segments within the energy industry. The market segments that we are targeting include Renewables, Automation, Refining and Transportation, Upstream and Government Services. This market focus allows us to develop centers of expertise for each of our targeted markets. Within the Renewables group, our focus is to design and build production facilities for hydrogen and associated products, together with converting existing production facilities to produce products from renewable feedstock sources. These projects often utilize technologies that are more fuel efficient, and therefore reduce the associated carbon footprint of the facility. Our scope of work on these projects will typically include front-end development, engineering, procurement, mechanical fabrication, automation and commissioning services, and may be performed in conjunction with a construction partner. Our Automation group designs, integrates and commissions modular systems that include electronic distributed control, on-line process analytical data, continuous emission monitoring, and electric power distribution. Often these packaged systems are housed in a fabricated metal enclosure, modular building or freestanding metal rack, which are commonly included in our scope of work. We provide automation engineering, procurement, fabrication, systems integration, programing and on-site commissioning services to our clients for both new and existing facilities. Our Refining and Transportation group focuses on providing engineering, procurement and automation services as well as fabricated products to downstream refineries and petrochemical facilities as well as midstream pipeline, storage and other transportation related companies. These services are often applied to small capital improvement and maintenance projects within refineries and petrochemical facilities. For our transportation clients, we work on facilities that include pumping, compression, gas processing, metering, storage terminals, product loading and blending systems. In addition, this group designs, programs and maintains supervisory control and data acquisition (SCADA) systems for our transportation clients. The Upstream group provides engineering, fabrication and automation services to clients who have operations in the U.S. oil and gas exploration and development markets. The operations are usually associated with the completion, purification, storage and transmission of the oil and gas from the well head to the terminal or pipeline destination. Our Government Services group provides services related to the engineering, design, installation and maintenance of automated fuel handling and tank gauging systems for the U.S. military across the globe in addition to cybersecurity assessment and SCADA systems design and maintenance in the private sector. Our engineering services are strategically located in offices in cities near our clients while our fabrication and integration facilities are more centrally located. We generally enter into two principal types of contracts with our clients: time-and-material contracts and fixed-price contracts. Our clients typically determine the type of contract to be utilized for a particular engagement, with the specific terms and conditions of a contract being negotiated and typically contained in a multiyear services agreement. | ||
Our business development professionals focus on building long-term relationships with clients in order to provide solutions throughout the life-cycle of their projects and facilities. Additionally, we seek to capitalize on cross-selling opportunities between our market segments and many of our projects will contain elements from more than one market segment. Sales leads are often jointly developed and pursued by our business development personnel from multiple markets. Products and services are also promoted through trade advertising, participation in industry conferences and on-line internet communication via our corporate home page atwww.englobal.com. The ENGlobal website illustrates our Company’s full range of services and capabilities and is updated on a continuous basis. Through the ENGlobal website, we seek to provide visitors and investors with a single point of contact for obtaining information about our company. We are not incorporating the contents of the website into this prospectus. We also develop preferred provider and alliance agreements with clients in order to facilitate repeat business. These preferred provider agreements, also known as master service or umbrella agreements, typically have a duration of three to five years. This allows our clients to release work to us without having to negotiate contract terms for each individual project. With the primary terms of the contract agreed to, add-on projects with these customers are easier to negotiate and can be accepted quickly, without the necessity of a bidding process. Management believes that these agreements can serve to stabilize project-centered operations. Corporate Information Our principal executive offices are located at 654 N. Sam Houston Parkway East, Suite 400, Houston, Texas 77060-5914. Our telephone number is (281) 878-1000. | ||
2
| The Offering | ||||
| Common stock offered by us | Shares of common stock having an aggregate offering price of up to $25,000,000. The actual number of shares outstanding after this offering will vary depending on the number of shares sold and issued and the sales price of such shares. | |||
Plan of distribution | “At the market offering” that may be made from time to time to or through B. Riley Securities, Inc., as sales agent or principal. See “Plan of Distribution” in this prospectus. | |||
Common stock to be outstanding after this offering(1) | Up to 30,920,901 shares, assuming sales of 3,360,215 shares of our common stock in this offering at an offering price at a price of $7.44 per share, which was the closing price of our common stock on The Nasdaq Capital Market on January 27, 2021. The actual number of shares issued will vary depending on the sales price under this offering. | |||
| Use of proceeds | We intend to use the net proceeds from this offering for general corporate purposes, which may include working capital needs, capital expenditures, repayment or refinancing of indebtedness, acquisitions, stock repurchases and redemptions of securities. See “Use of Proceeds.” | |||
| Risk factors | Investing in our common stock involves a high degree of risk. You should carefully consider all of the information in this prospectus and the documents incorporated by reference in this prospectus. In particular, see “Risk Factors” beginning on page 3 of this prospectus. | |||
| Nasdaq Capital Market symbol | “ENG” | |||
(1) | The common stock outstanding after the offering is based on approximately 27,560,686 shares of our common stock outstanding as of September 26, 2020 and the sale of 3,360,215 shares of our common stock at an assumed offering price of $7.44 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on January 27, 2021, and excludes 478,049 shares of our common stock reserved for future issuance under our Amended and Restated ENGlobal Corporation 2009 Equity Incentive Plan as of September 26, 2020. | ||
3
RISK FACTORS
Investing in our common stock involves substantial risk. You should carefully consider the risk factors disclosed below as well as those contained in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q, which are incorporated by reference herein, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the other information contained in this prospectus before acquiring any of our common stock. These risks could have a material adverse effect on our business, results of operations or financial condition and cause the value of our common stock to decline. You could lose all or part of your investment.
This prospectus also contain or incorporate by reference forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in thesethe forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhereor incorporated by reference in this prospectus. See "Special“Cautionary Note Regarding Forward LookingForward-Looking Statements."
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Risks RelatingRelated to our Common Stock and the Offering
Our Business
Wemanagement will have broad discretion as to the use of proceeds from this offering and we may not use the proceeds effectively.
Our management will have broad discretion in the application of the net proceeds from this offering, if any, and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are engaged in highly competitive businesses and must typically bid against
competitors to obtain engineering and service contracts.
We are engaged in highly competitive businesses in which customer contracts
are typically awarded through competitive bidding processes. We compete with
other general and specialty contractors, both foreign and domestic, including
large international contractors and small local contractors. Some competitors
have greater financial and other resources than we do, which, in many instances,
could give them a competitive advantage over us.being used appropriately. The failure of our management to attractapply these funds effectively could result in unfavorable returns and retain key professional personneluncertainty about our prospects, each of which could cause the price of our common stock to decline.
There may be future dilution of our common stock as a result of future sales of our common stock, which could adversely impact our stock price.
The issuance of shares of our common stock from time to time pursuant to the sales agreement may have a dilutive effect on our earnings per share, which could adversely impact the market price of our common stock. The actual amount of dilution and the effect on the market price of our common stock, if any, will be based on numerous factors, particularly the actual number of shares issued pursuant to the sales agreement, the use of proceeds and the return generated by the investments acquired with the net proceeds, and cannot be determined at this time. In addition, the issuance and sale of substantial amounts of our common stock, or the perception that such issuances and sales may occur, could adversely affect us.
Our success depends on attractingthe market price of our common stock and retaining qualified personnel in a
competitive environment. We are dependent uponimpair our ability to attractraise capital through the sale of additional equity securities.
The shares of our common stock offered under this prospectus may be sold in “at the market offerings”, and retain
highly qualified managerial, technicalinvestors who buy shares at different times will likely pay different prices.
Investors who purchase shares under this prospectus at different times will likely pay different prices, and business development personnel.
Competitionso may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and to determine the minimum sales price for key personnel is intense. We cannot be certain thatshares sold. Investors may experience declines in the value of their shares as a result of share sales made in connection with “at the market offerings” at prices lower than the prices they paid.
The actual number of shares we will retain our key managerial, technical and business development personnelissue under the sales agreement, at any one time or that
we will attract or assimilate key personnelin total, is uncertain.
Subject to certain limitations in the future. Failuresales agreement and compliance with applicable law, we and our sales agent may mutually agree to retainsell shares of our common stock under a placement notice at any time throughout the term of the sales agreement. The number of shares that are sold by our sales agent in connection with any placement notice will fluctuate based on the market price of the shares of our common stock during the sales period and limits we set with our sales agent. Because the price per share of each share sold will fluctuate based on the market price of our shares of common stock during the sales period, it is not possible to predict the number of shares that will ultimately be issued.
Our stock price could be volatile, which could cause you to lose part or attractall of your investment.
The stock market has from time to time experienced significant price and volume fluctuations that may be unrelated to the operating performance of particular companies. In particular, the market price of our common stock, like that of the securities of other energy related companies, has been and may continue to be highly volatile. During the past twelve months, the sales price of our stock ranged from a low of $0.46 per share in March 2020, to a high of $9.40 per share in January 2021. Factors such personnel could materially adversely affectas announcements concerning our businesses,
financial position, results of operations and cash flows.
Our business and operating results, could be adversely affected by our inability
to accurately estimate the overall risks, revenue or costs on a contract.
We generally enter into two principal typesavailability of contracts with our clients:
time and materials contracts and fixed-price contracts. Under our fixed-price
contracts, we receive a fixed-price irrespective of the actual costs we incur
and, consequently, we are exposed to a number of risks. These risks include
underestimation of costs, problems with new technologies, unforeseen
expenditures or difficulties, delays beyond our control,capital, and economic and other changes thatexternal factors, as well as period-to-period fluctuations and financial results, may occur duringhave a significant effect on the contract period. Our ability to secure change
orders on scope changes and our ability to invoice for such changes poses an
additional risk. In fiscal 2004, approximately 9%market price of our net revenue was derived
from fixed-price contracts.
Undercommon stock. From time to time, there has been limited trading volume in our timecommon stock. In addition, there can be no assurance that there will continue to be a trading market or that any securities research analysts will continue to provide research coverage with respect to our common stock. It is possible that such factors will adversely affect the market for our common stock, including the shares we sell under this prospectus.
Our business is driven
by billable headcountdependent upon the willingness and cost control. Some time and materials contracts are
subjectability of our customers to contract ceiling amounts, which may be fixed or performance-based. If
our costs generate billings that exceed the contract ceiling or are not
allowable under the provisionsconduct transactions with us. The spread of the contract or any applicable regulations, we
may not be able to obtain reimbursementCOVID–19 coronavirus has caused severe disruptions in the worldwide economy, including the global demand for all of our costs.
Revenue recognition for a contract requires judgment relative to assessingoil and natural gas. In response, companies within the contract's estimated risks, revenue and costs and on making judgments on
other technical issues. Due to the size and nature ofenergy industry (including many of our contracts, the
estimationcustomers) have announced capital spending cuts which, in turn, may result in a decrease in new project awards or adjustments, reductions, suspensions, cancellations or payment defaults with respect to existing project awards. The continued spread of overall risk, revenue and cost at completion is complicated and
subjectCOVID–19 may result in a significant decrease in business and/or cause our customers to many variables. Changes in underlying assumptions, circumstancesbe unable to meet existing payment or estimates may also adversely affect future period financial performance. This is
a major risk factor that could materially impact our operating results.
3
Our dependence on one or a few customers could adversely affect us.
One or a few clients haveother obligations to us, particularly in the past and mayevent of a spread of COVID–19 in our market areas. The continued spread of COVID–19 could also negatively impact the future contribute a
significant portionavailability of our consolidated revenueskey personnel necessary to conduct our business as well as the business and operations of third party service providers who perform critical services for our business. For example, in anyJune 2020 we temporarily closed one year or over a
period of several consecutive years. In 2004, approximately 59% of our revenues
were from six subsidiariesoperational facilities for one week in response to a potential COVID-19 exposure. Because the severity, magnitude and duration of ExxonMobilthe COVID-19 pandemic and approximately 6% of our revenues
were from Chevron Phillips. As our backlog frequently reflects multiple projects
for individual clients, one major customer may comprise a significant percentage
of our backlog at any point in time. Because these significant customers
generally contract with us for specific projects, we may lose these customers
from yearits economic consequences are uncertain, rapidly changing and difficult to year as their projects with us are completed. If we do not replace
them with other customers or other projects,predict, the impact on our business, would be materially
adversely affected. Additionally,financial condition and results of operations remains uncertain and difficult to predict. If COVID–19 continues to spread or if the response to contain the COVID-19 pandemic is unsuccessful, we have long-standing relationships with many
of our significant customers. Our contracts with these customers, however, are
on a project-by-project basis and the customers may unilaterally reduce or
discontinue their purchases at any time. The loss of business from any one of
such customers could haveexperience a material adverse effect on our business, orfinancial condition, and results of operations.
Additional acquisitions may adversely affect our ability to manage our business.
Our growth has been, in large part, the result of acquisitions of
companies. We plan to continue making acquisitions in the future on terms
management considers favorable to us. The successful acquisition of other
companies involves an assessment of future revenue opportunities, operating
costs, economies and earnings after the acquisitionbacklog is completed, industry and
business risks, and liabilities beyond our control. This assessment is
necessarily inexact and its accuracy is inherently uncertain. In connection with
our assessments, we perform reviews of the subject acquisitions we believe to be
generally consistent with industry practices. These reviews, however, may not
reveal all existing or potential problems, nor will they permit a buyer to
become sufficiently familiar with the target companies to assess fully their
deficiencies and capabilities. We cannot assure you that we will identify,
finance and complete additional suitable acquisitions on acceptable terms. We
may not successfully integrate future acquisitions. Any acquisitions may require
substantial attention from our management, which may limit the amount of time
that management can devote to day-to-day operations. Our inability to find
additional attractive acquisition candidates or to effectively manage the
integration of any businesses acquired in the future would adversely affect our
ability to grow profitably or at all.
The seasonality of our industry may cause our revenues to fluctuate.
Holidays and employee vacations during our fourth quarter exert downward
pressure on revenues for that quarter, which is only partially offset by the
year-end efforts on the part of many clients to spend any remaining funds
budgeted for engineering services or capital expenditures during the year. The
annual budgeting and approval process under which these clients operate is
normally not completed until after the beginning of each new year, which can
depress results for the first quarter. Principallydeclining due to these factors, our
revenues during the firstCOVID-19 pandemic and fourth quarters generally tend to be lower than in
the second and third quarters.
Liability claims could result in losses.
Providing engineering and design services involves the risk of contract,
professional errors and omissions and other liability claims, as well as adverse
publicity. Further, many of our contracts will require us to indemnify our
clients not only for our negligence, if any, but also for the concurrent
negligence of our clients. We currently maintain liability insurance coverage,
including coverage for professional errors and omissions. However, claims
outside of or exceeding our insurance coverage may be made. A significant claim
would result in unexpected liabilities, take management time away from
operations and have a material adverse impact on our cash flow and
profitability.
4
If the operating results of either segment are adversely affected, an impairment
of goodwill could result in a write down.
Based on factors and circumstances impacting us and the business climate in
which we operate, we may determine that it is necessary to re-evaluate the
carrying value of our goodwill by conducting an impairment test in accordance
with SFAS No. 142. We have assigned goodwill to the two segments based on
estimates of the relative fair value of each segment. If changes in the
industry, market conditions, or government regulation negatively impact either
of our segments resulting in lower operating income, if assets are harmed, if
anticipated synergies or cost savings are not realized with newly acquired
entities, or if any circumstance occurs which results in the fair value of
either segment being reduced below its carrying value, an impairment to goodwill
would be created. In accordance with SFAS No. 142, we would be required to write
down the carrying value of goodwill.
Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenuesrevenue or earnings.
While our backlog has not been materially impacted by the COVID-19 pandemic in terms of project cancellations, we have not been successful in replacing our backlog as quickly as it has been converted to revenues due to inefficiencies and complications resulting from many of our clients’ remote working conditions combined with the uncertainty of new project necessity and funding caused by COVID-19 related disruptions that have led to delays in project awards. Further, the COVID-19 pandemic has affected our ability to make business development contacts with customers. As a result, our backlog has decreased by approximately $27.4 million from $59.2 million as of December 31, 2004,28, 2019 to $31.8 million as of September 26, 2020. We expect the majority of our backlog was approximately $135 million. to be completed within 12 months. While we believe our backlog is sufficient to keep a significant portion of our workforce productive in the near term, it may not be at our current operating levels.We cannot assure investors that we will be successful in replacing our backlog as quickly as it has been converted to revenues, which may reduce future revenue and profits and impact our financial performance. In addition, we cannot assure investors that the revenuesrevenue projected in our backlog will be realized or, if realized, will result in profits. Projects currently in our backlog may be canceled or may remain in our backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over the current and multiple future periods. In addition, project terminations, suspensions or reductions in scope may occur from time to time with respect to contracts reflected in our backlog. Such backlog, reductions would reducereducing the revenue and profit we actually receive from contracts reflected in our backlog. Future project cancellations and scope adjustments could further reduce the dollar amount of our backlog andin addition to the revenuesrevenue and profits that we actually earn. Our dependence on subcontractorsThe potential for project cancellations, terminations, suspensions or reductions in scope and equipment manufacturers could adversely
affect us.
We rely on third-party subcontractors as well as third-party suppliers and
manufacturersadjustments to complete our projects. To the extent that we cannot engage
subcontractors or cannot engage them on a competitive basis, or cannot acquire
supplies or materials or cannot acquire them on a competitive basis, our ability
to complete a project in a timely fashion or at a profit may be impaired. If the
amount webacklog are required to pay for these goods and services exceeds the amount we
have estimated in bidding for fixed-price or cost-plus contracts, we could
experience lossesexacerbated by economic conditions, particularly in the performanceenergy industry which is experiencing a significant decline in oil prices since the beginning of these contracts. In addition, if a
subcontractor or supplier is2020 due to concerns about the COVID–19 pandemic and its impact on the worldwide economy and global demand for oil. We are unable to deliver its services or materials
according to the negotiated terms for any reason, including the deterioration of
its financial condition or over-commitment of its resources, wepredict when market conditions may be required
to purchase the services or materials from another source at a higher price.
This may reduce the profit to be realized or result in a loss on a project for
which the services or materials were needed.
If we are not able to successfully manage our growth, our businessimprove and results
of operations will be adversely affected.
We have grown rapidly over the last several years. Our growth presents
numerous managerial, administrative, operational and other challenges. Our
ability to manage the growth of our operations will require us to continue to
improve our management information systems and maintain discipline in our
internal systems and controls. In addition, our growth will increase our need to
attract, develop, motivate and retain both our management and professional
employees. The inability of our management to effectively manage our growth or
the inability of our employees to achieve anticipated performance would have a
material adverse effect on our business.
If we are not able to successfully manage internal growth initiatives, our
business and results of operations may be adversely affected.
Our growth strategy seeks to utilize our technical expertise in conjunction
with industry trends. To support this strategy, we may elect to fund internal
growth initiatives targeted at markets that we believe may have significant
potential needs for our services. The downside risks are that such initiatives
may be riskier than other lines of business and could have a negative effect on
current earnings unless or until such initiatives become successful and reach
critical mass. In addition, we may misread industry trends and continued funding
could have a negative impact on short and long term earnings.
5
Changes to the laws of the foreign countries in which we operate may adversely
affect our international operations.
We have contracts to perform services for projects located in a number of
foreign countries, including Saudi Arabia, China, and Canada. We expect to have
additional similar contracts in the future. In addition, we have a location in
Canada and may, in the future, have additional foreign locations. Laws in the
countries in which we are working on projects or in the countries in which we
have locations might change in a manner that negatively impacts us. Such changes
could have a material adverse effect on our business.
Risks Relating to an Investment in Our Common Stock
Our Board of Directors may authorize future issuances of our common stock, whichworsening overall market conditions could result in a decrease in value to existing stockholders of the shares they
hold.
Our Restated Articles of Incorporation authorize our board of directors to
issue up to an additional 50,880,784 shares of common stock and an additional
2,265,167 shares of preferred stock. These shares may be issued without
stockholder approval unless the issuance is 20% or more of our outstanding
common stock, in which case the American Stock Exchange requires stockholder
approval. We may issue shares of stock in the future in connection with
acquisitions or financings. In addition, we may issue shares in connection with
our Employee Stock Purchase Plan and we may issue incentive and nonqualified
stock options and restricted stock as incentives under our 1998 Incentive Plan.
Future issuances of substantial amounts of common stock or of preferred stock,
or the perception that these sales could occur, may affect the market price of
our common stock. In addition, the ability of the board of directors to issue
additional stock may discourage transactions involving actual or potential
changes of control of the Company, including transactions that otherwise could
involve payment of a premium over prevailing market prices to holders of our
common stock.
A small number of stockholders own a significant portion of our outstanding
common stock, thus limiting the extent to which other stockholders can effect
decisions subject to stockholder vote.
Directors, executive officers and principal stockholders of ENGlobal and
their affiliates, beneficially own approximately 40% of our outstanding common
stock on a fully diluted basis. Accordingly, these stockholders, as a group, are
able to influence the outcome of stockholder votes, including votes concerning
the adoption or amendment of provisionsfurther declines in our Restated Articles of
Incorporation or Amended and Restated Bylaws and the approval of mergers and
other significant corporate transactions. The existence of these levels of
ownership concentrated in a few people makes it unlikely that any other holder
of common stock will be able to affect the management or direction of the
Company. These factors may also have the effect of delaying or preventing a
change in management or voting control of the Company.
Our quarterly operating results may fluctuate significantly, which could have a
negative effect on the price of our common stock.
Our quarterly revenues, expenses and operating results may fluctuate
significantly because of a number of factors, including:
o Unanticipated changes in contract performance that may affect
profitability, particularly with contracts that have funding limits;
o The seasonality of the spending cycle of our clients;
o Acquisitions and the integration of acquired companies;
o Employee hiring and utilization rates;
o The number and significance of client engagements commenced and
completed during a quarter;
6
o Credit worthiness and solvency of clients;
o The ability of our clients to terminate engagements without penalties;
o Delays incurred in connection with an engagement;
o The size and scope of engagements;
o The timing of expenses incurred for corporate initiatives;
o Reductions in the prices of services offered by our competitors;
o Changes in accounting rules; and
o General economic or political conditions, either generally or in our
particular industry.
Variations in any of these factors could cause significant fluctuations in
our operating results from quarter to quarter and could result in net losses.
These fluctuations could result in downward pressure on the market price of our
common stock.
7
SPECIALbacklog.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection
The information discussed in this prospectus, our filings with the provisionsSEC and our public releases include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the "Reform Act"“PSLRA”), or in releases made by the SEC. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of us to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.
The forward-looking statements contained in or incorporated by reference into this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we may include forward looking statements
(as definedbelieve such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including:
●
the impact of the COVID-19 pandemic and of the actions taken by governmental authorities, individuals and companies in response to the pandemic on our business, financial condition, and results of operations, including on our revenues and profitability;
●
the effect of economic downturns and the volatility and level of oil and natural gas prices, including the severe disruptions in the Reform Act)worldwide economy, including the global demand for oil and natural gas, resulting from the COVID-19 pandemic;
●
our ability to realize revenue projected in oralour backlog and our ability to collect accounts receivable and process accounts payable in a timely manner;
●
our ability to increase our backlog, revenue and profitability;
●
our ability to realize project awards or written public statements usedcontracts on our pending proposals, and the timing, scope and amount of any related awards or contracts;
●
our ability to retain existing customers and attract new customers;
●
our ability to attract and retain key professional personnel;
●
our ability to obtain additional financing when needed;
●
our dependence on one or a few customers;
●
the risks of internal system failures of our information technology systems, whether caused by the Company, third-party service providers, intruders or hackers, computer viruses, malicious code, cyber-attacks, phishing and other cyber security problems, natural disasters, power shortages or terrorist attacks;
●
the uncertainties related to the U.S. Government's budgetary process and their effects on behalfour long-term U.S. Government contracts;
●
the risk of usunexpected liability claims or poor safety performance;
●
our reliance on third-party subcontractors and equipment manufacturers;
●
our ability to satisfy the continued listing standards of NASDAQ with respect to our common stock or to cure any continued listing standard deficiency with respect thereto; and
●
the effect of changes in laws and regulations, including U.S. tax laws, with which the Company must comply and the associated cost of compliance with such laws and regulations.
Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us.
In addition, management’s assumptions about future financial or business performance,
strategies or expectations. Forward-looking statementsevents may prove to be inaccurate. All readers are typically identified
by words or phrases such as "believe," "expect," "anticipate," "intend,"
"estimate," "position," "target," "mission," "assume," "achievable,"
"potential," "strategy," "goal," "objective," "plan," "aspiration," "outlook,"
"outcome," "continue," "remain," "maintain," "strive," "trend" and variations of
such words and similar expressions, or future or conditional verbs such as
"will," "would," "should," "could," "may" or similar expressions.
We cautioncautioned that the forward-looking statements contained in this prospectus and in the documents incorporated by reference into this prospectus are subjectnot guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to numerous
assumptions, risksfactors described in “Risk Factors” included elsewhere in this prospectus and uncertainties, which change over time. Forward-lookingin the documents that we include in or incorporate by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 our Quarterly Report for the quarterly period ended September 26, 2020, and our subsequent SEC filings. All forward-looking statements speak only as of the date they are made, and we assume no duty andmade. We do not undertakeintend to update forward-looking statements. Actual results could differ
materially from those anticipated inor revise any forward-looking statements andas a result of new information, future results could differ materially from historical performance. In addition to
factors previously disclosed in our Commission reports and those identified
elsewhere in this prospectus, the following factors, among others, could cause
actual results to differ materially fromevents or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or historical performance: (1) increased competition for engineeringpersons acting on our behalf.
USE OF PROCEEDS
We may issue and service
contracts; (2) the ability to estimate costs on contracts; (3) the loss of one
or more significant customers; (4) the ability to attract and retain highly
trained professionals; (5) the identification of additional acquisition
opportunities and the integration of future acquisitions; (6) the ability to
engage subcontractors and acquire supplies on a competitive basis; (7)
significant liability claims arising from services provided; and (8) adverse
legal changes effecting our international operations.
You should carefully read the risk factors described in the "Risk Factors"
section of this prospectus for a description of certain risks that could, among
other things, cause our actual results to differ from these forward looking
statements.
8
SELLING STOCKHOLDERS
We are registering for resale the shares covered by this prospectus on
behalf of the selling stockholders identified below. The selling stockholders
acquired the resale shares from us in a private placement or from certain of our
executive officers in a concurrent secondary sale. Energy Capital Solutions, LP
and Pritchard Capital Partners LLC provided assistance in connection with
selling the shares in the private placement and secondary sale. We are
registering the shares to permit the selling stockholders to resell the shares
when and as they deem appropriate. The following table sets forth:
o the name of the selling stockholders;
o the number and percent ofsell shares of our common stock having aggregate sale proceeds of up to $25,000,000 from time to time.
There can be no assurance that we will be able to sell any additional shares under or fully utilize the selling
stockholders beneficially owned priorsales agreement with B. Riley Securities as a source of financing. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We currently intend to use the net proceeds from this offering, after deducting the sales agent’s commissions and our offering expenses, for general corporate purposes such as, but not limited to, working capital, capital expenditures, repayment and refinancing of debt, acquisitions and stock repurchases. The amounts and timing of our use of proceeds will vary depending on many factors, including regulatory developments, the amount of cash generated or used by our operations, and the rate of growth, if any, of our business and other capital requirements. As a result, we will retain broad discretion in the allocation of the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus and investors will be relying on the judgment of our management regarding the application of the proceeds.
Until we use the net proceeds of this offering, we intend to invest the funds in short-term, investment-grade, interest-bearing securities.
.
DESCRIPTION OF COMMON STOCK
The following description sets forth certain material terms and provisions of our common stock. This description also summarizes relevant provisions of the Nevada Revised Statutes (“NRS”). The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the offering for resalerelevant provisions of the shares under this prospectus;
oNRS, and to our Restated Articles of Incorporation, dated January 29, 2021 (our “articles of incorporation”), and our Second Amended and Restated Bylaws, dated April 14, 2016 (our “bylaws”), which are filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the number of sharesSEC on January 29, 2021 and Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 15, 2016, respectively, which are incorporated by reference herein. Please read “Where You Can Find More Information.”
Authorized and Outstanding Capital Stock
The following description of our common stock that may be offered for
resale for the accountand provisions of the selling stockholders under this
prospectus;our articles of incorporation and o the numberbylaws are summaries and percentare qualified by reference to our articles of incorporation and bylaws, which have been incorporated by reference herein.
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of undesignated preferred stock, par value $0.001 per share.
As of January 27, 2021, there were 27,553,186 shares of common stock outstanding, and no shares of preferred stock were issued or outstanding.
Description of Common Stock
Voting. Holders of shares of ourthe common stock are entitled to be
beneficially owned byone vote for each share held of record on matters properly submitted to a vote of our stockholders. Stockholders are not entitled to vote cumulatively for the selling stockholders afterelection of directors.
Dividends. Subject to the offeringdividend rights of the resale shares (assuming all of the offered resale shares are sold
by the selling stockholders).
The number of shares in the column "Number of Shares Being Offered"
represents all of the shares of our common stock that each stockholder may offer
under this prospectus. We do not know how long the selling stockholders will
hold the shares before selling them or how many shares they will sell and we
currently have no agreements, arrangements or understandings with any of the
selling stockholders regarding the saleholders of any outstanding series of the resale shares. The shares
offered by this prospectus may be offered from time to time by the selling
stockholders listed below.
This table is prepared solely based on information supplied to us by the
listed selling stockholders and assumes the sale of all of the resale shares.
The applicable percentages of beneficial ownership are based on an aggregate of
26,268,277 shares of our commonpreferred stock, issued and outstanding on November 29,
2005.
9
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(1) No selling stockholder holds any option, warrant or other right to acquire
beneficial ownership of additional shares of our common stock within 60
days from the date hereof.
(2) According to information provided to us as of the date of filing, no
selling stockholder is a broker-dealer or affiliate of a broker-dealer.
(3) All of the shares registered hereby for Atlas Master Fund, Ltd. were
purchased in the secondary sale from Alliance 2000, Ltd. ("Alliance 2000")
on September 30, 2005. ENGlobal did not receive any proceeds from the
secondary sale. William A. Coskey, P.E., Chairman of the Company, is the
general partner of Alliance 2000. RNK Capital, LLC, the subadvisor to Atlas
Master Fund, Ltd., has the power to direct the affairs of Atlas Master
Fund, Ltd., including decisions with respect to the voting and saleholders of shares of common stock. Robert Koltun is the managing memberstock will be entitled to receive ratably such dividends, if any, when, as, and if declared by our Board of RNK
Capital, LLC and as such directs its operations and may be deemed to
beneficially own these securities. The address of Atlas Master Fund, Ltd.
is 650 Madison Avenue, New York, NY 10027.
(4) AllDirectors out of the shares registered herebyCompany’s assets or funds legally available for Cordillera Fund, L.P. were
purchased in the secondary sale from Alliance 2000 on September 30, 2005.
ENGlobal did not receive any proceeds from the secondary sale. ACCF GenPar,
L.P., the general partner of Cordillera Fund, L.P., has the power to direct
the affairs of Cordillera Fund, L.P., including decisions with respect to
votingsuch dividends or distributions.
Liquidation and sale of shares of common stock. Stephen J. Carter and James P.
Andrew are the co-chief executive officers of Andrew Carter Capital, Inc.,
the general partner of ACCF GenPar, L.P., and as such direct its operations
and may be deemed to beneficially own these securities. The address of
Cordillera Fund, L.P. is 8201 Preston Road, Suite 400, Dallas, TX 75225.
(5) All of the shares registered hereby for Grey K. Fund, Ltd. were purchased
in the secondary sale from Alliance 2000 on September 30, 2005. ENGlobal
did not receive any proceeds from the secondary sale. RNK Capital, LLC, the
Investment Manager of Grey K. Fund, Ltd., has the power to direct the
affairs of Grey K. Fund, Ltd, including decisions with respect to the
voting and sale of shares of common stock. Robert Koltun is the managing
member of RNK Capital, LLC and as such directs its operations and may be
deemed to beneficially own these securities. The address of Grey K. Fund,
Ltd. is 527 Madison Avenue, New York, NY 10027.
(6) All of the shares registered hereby for Grey K Offshore Fund, LTD. were
purchased in the secondary sale from Alliance 2000 on September 30, 2005.
ENGlobal did not receive any proceeds from the secondary sale. RNK Capital,
LLC, the Investment Manager of Grey K Offshore Fund, LTD, has the power to
10
direct the affairs of Grey K Offshore Fund, LTD, including decisions with
respect to the voting and sale of shares of common stock. Robert Koltun is
the managing member of RNK Capital, LLC and as such directs its operations
and may be deemed to beneficially own these securities. The address of Grey
K Offshore Fund, LTD is 527 Madison Avenue, New York, NY 10027.
(7) All of the shares registered hereby for Nite Capital LP were purchased in
the secondary sale from Alliance 2000 on September 30, 2005. ENGlobal did
not receive any proceeds from the secondary sale. Nite Capital, LLC, the
general partner of Nite Capital LP, has the power to direct the affairs of
Nite Capital LP, including decisions with respect to the voting and sale of
shares of common stock. Keith A. Goodman is the managing member of Nite
Capital, LLC and as such directs its operations and may be deemed to
beneficially own these securities. The address of Nite Capital LP is 100
East Cook Ave #201, Libertyville, IL 60048.
(8) All of the shares registered hereby for UMBTRU & CO FBO Oberweis Micro-Cap
Fund were purchased in the secondary sale from Alliance 2000 on September
30, 2005. ENGlobal did not receive any proceeds from the secondary sale.
UMBTRU & CO FBO Oberweis Micro-Cap Fund is a registered investment company
under the Investment Company Act of 1940. The address of UMBTRU & CO FBO
Oberweis Micro-Cap Fund is UMBTRU & CO FBO Oberweis Micro-Cap Fund, c/o
Trust Department UMB Bank, NA PO Box 419260 Kansas City, MO 64141-6260.
(9) All of the shares registered hereby for Tontine Capital Partners, L.P. were
purchased in the private placement from the Company on September 30, 2005.
Net proceeds to the Company from the private placement were approximately
$13.1 million. Tontine Capital Management, L.L.C., the general partner of
Tontine Capital Partners, L.P., has the power to direct the affairs of
Tontine Capital Partners, L.P., including decisions with respect to the
voting and sale of shares of common stock. Jeffrey L. Gendell is the
managing member of Tontine Capital Management, L.L.C. and as such directs
its operations. Tontine Capital Management, L.L.C. and Mr. Gendell
expressly disclaim beneficial ownership of the shares of common stock
beneficially owned by Tontine Capital Partners, L.P. except to the extent
of their pecuniary interest. The address of Tontine Capital Partners, L.P.
is 55 Railroad Avenue, 3rd Floor, Greenwhich, Connecticut 06830.
(10) All of the shares registered hereby for UBS O'Connor LLC FBO O'Connor
Muti-Quantitative Strategies Master Limited were purchased in the secondary
sale from Alliance 2000 on September 30, 2005. ENGlobal did not receive any
proceeds from the secondary sale. UBS O'Connor LLC, the Investment Manager
of UBS O'Connor LLC FBO O'Connor Muti-Quantitative Strategies Master
Limited, has the power to direct the affairs of UBS O'Connor LLC FBO
O'Connor Muti-Quantitative Strategies Master Limited, including decisions
with respect to the voting and sale of shares of common stock. George
Locasto is the managing director of UBS O'Connor LLC and as such directs
its equity trading. The address of UBS O'Connor LLC FBO O'Connor
Muti-Quantitative Strategies Master Limited is One North Wacker Drive,
Floor 32, Chicago, IL 60606.
(11) All of the shares registered hereby for UBS O'Connor LLC f/b/o O'Connor
PIPES Corporate Strategies Ltd were purchased in the secondary sale on
September 30, 2005 from ML Burrow Family Partnership Ltd. Michael Burrow,
P.E., the general partner of ML Burrow Family Partnership Ltd., is the
President and Chief Executive Officer of the Company. ENGlobal did not
receive any proceeds from the secondary sale. UBS O'Connor LLC, the
Investment Manager of UBS O'Connor LLC f/b/o O'Connor PIPES Corporate
Strategies Ltd., has the power to direct the affairs of UBS O'Connor LLC
f/b/o O'Connor PIPES Corporate Strategies Ltd, including decisions with
respect to the voting and sale of shares of common stock. George Locasto is
the managing director of UBS O'Connor LLC and as such directs its equity
trading DistributionThe address of UBS O'Connor LLC f/b/o O'Connor PIPES Corporate
Strategies Ltd is One North Wacker Drive, Floor 32, Chicago, IL 60606.
11
REGISTRATION RIGHTS OF SELLING STOCKHOLDERS
We entered into a registration rights agreement with the selling
stockholders, pursuant to which we have filed a shelf registration statement, of
which this prospectus is a part, with the Commission relating to the resale of
the registrable securities. We have agreed to use our best efforts to cause the
shelf registration statement to become effective on or before December 29, 2005,
and to use our best efforts to keep the shelf registration statement effective
for two years after the date that the shelf registration statement is declared
effective.
When we use the term "registrable securities" in this section, we are
referring to:
o the shares of common stock offered by this prospectus; and
o any shares of common stock issued or issuable with respect to the
offered shares by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation or other
reorganization.
Any particular securities of common stock constituting registrable
securities will cease to be registrable securities when the securities:
o have been effectively registered under the Securities Act of 1933 (the
"Securities Act") and disposed of in accordance with the registration
statement covering them;
o have been sold to the public pursuant to Rule 144 or by a similar
provision of the Securities Act; or
o are eligible for resale under Rule 144(k) or by a similar provision of
the Securities Act.
We may suspend the use of the prospectus under certain circumstances
relating to pending corporate developments and events which would cause the
prospectus to contain an untrue statement of a material fact or omit a fact
necessary to make the statements therein not misleading. Any suspension period
shall not exceed:
o an aggregate of 30 days in any six-month period; or
o an aggregate of 60 days in any 12-month period.
In the event of any liquidation, dissolution, or winding up of the shelf registration statement is not made effective as
described above orCompany’s affairs, holders of the prospectus includedcommon stock would be entitled to share ratably in the registration statement is
unavailableCompany’s assets that are legally available for periods in excess of those permitted above, we are requireddistribution to pay liquidated damages to each selling stockholder in an amount per month equal
to 1%its stockholders. If the Company has any preferred stock outstanding at such time, holders of the amount purchased bypreferred stock may be entitled to distribution preferences, liquidation preferences, or both. In such selling stockholder fromcase, the Company inmust pay the September 2005 private placementapplicable distributions to the holders of its preferred stock before it may pay distributions to the holders of common stock.
Conversion, Redemption, and 1%Preemptive Rights.Holders of the amount purchased bycommon stock have no preemptive, subscription, redemption or conversion rights.
Sinking Fund Provisions. There are no sinking fund provisions applicable to the selling stockholder from the officerscommon stock.
Anti-Takeover Effects of Nevada Law; Our Articles of Incorporation and Our Bylaws
General.Certain provisions of our articles of incorporation and bylaws, and certain provisions of the CompanyNevada Revised Statutes, or NRS, could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the September 2005
secondary sale.
Under the registration rights agreement we have agreed to:
o payrestructuring or sale of all expensesor substantially all of our assets or an unsolicited takeover attempt. The summary of the shelf registration statement;
o provide each registered holder copies of the prospectus;
o notify holders when the shelf registration statement has become
effective and the occurrence of any events effecting the accuracy or
effectiveness of the shelf registration statement; and
o take other reasonable steps reasonably necessaryprovisions set forth below does not purport to effect the
registration of the registrable securities.
This summary is subject to,be complete and is qualified in its entirety by reference to allour articles of incorporation and our bylaws and the relevant provisions of the registrationNRS.
Preferred Stock. The authorization of undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights agreement.
12
PLAN OF DISTRIBUTION
or preferences that could impede the success of any attempt to acquire control of the Company.
No Action by Written Consent.Our bylaws provide that no action required or permitted to be taken at a meeting of the stockholders may be taken by written consent.
Advance Notice Requirements. Stockholders wishing to nominate persons for election to our Board of Directors at a meeting or to propose any business to be considered by our stockholders at a meeting must comply with certain advance notice and other requirements set forth in our bylaws.
Special Meetings.Our bylaws provide that special meetings of stockholders may only be called by the President or Secretary, by a majority of the Board of Directors, or by the President at the written request of at least fifty percent (50%) of the number of shares of the Company then outstanding and entitled to vote.
Board Vacancies. Our bylaws provide that any vacancy on our Board of Directors, howsoever resulting, may be filled by a majority vote of the remaining directors.
Removal of Directors.Our bylaws provide that any directors may be removed either with or without cause at any time by the vote of stockholders representing two-thirds of the voting power of the issued and outstanding capital stock entitled to vote.
Nevada Anti-Takeover Statutes.The sellingNRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested stockholders (including their transferees, pledges, doneesare not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested stockholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and successors) may sellthose persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within ninety days immediately preceding the offered shares from time to timedate when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada which has two hundred or more stockholders, at least one hundred of whom are stockholders of record and residents of Nevada, and which does business in Nevada directly to purchasers or through broker-dealersan affiliated corporation. The NRS also permits directors to resist a change or agents who may receive compensationpotential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the formbest interest of discounts, concessions or commissions from the selling stockholders or the
purchasers. If the offered shares are sold through broker-dealers or agents, the
selling stockholders will be responsible for any discounts, concessions or
commissions payable to those broker-dealers or agents.
The offered sharescorporation.
Amendment of Articles of Incorporation and Bylaws
Our bylaws may be sold in onealtered, amended or more transactions at:
o fixed prices;
o prevailing market prices at the time of sale or prices related to such
prevailing market prices;
o varying prices determined at the time of sale; or
o negotiated prices.
These salesrepealed and new bylaws may be effected in transactions:
o onadopted at any national securities exchangeregular or quotation service on whichspecial meeting of the common stock may be listed or quoted at the time of sale;
o in the over-the-counter market;
o in privately negotiated transactions;
o through broker-dealers and resale exchanges;
o instockholders owning a firm commitment or best efforts underwriting;
o otherwise than on such exchanges or services or in the
over-the-counter market; or through the writing of options.
The aggregate proceeds to the selling stockholders from the salemajority of the shares and entitled to vote thereon. The bylaws may also be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of our Board of Directors by a majority vote of directors present at the meeting at which a quorum is present, except that any such amendment may not be inconsistent with or contrary to the provision of an amendment adopted by the stockholders.
Limitation of Liability and Indemnification of Officers and Directors
Our articles of incorporation limits the personal liability of directors and officers for breach of fiduciary duty to the Company or our stockholders. However, this provision does not eliminate or limit the liability of any of our directors and officers:
● | for acts or omissions not that involve intentional misconduct, fraud or a knowing violation of law; or | |
| ● | The payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. |
Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation on the purchase pricepersonal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification.
Our bylaws provide that the Company shall indemnify any director or officer of the Company against all costs and expenses actually and reasonably incurred by such person or on such person’s behalf, to the extent such director or officer is a party to or a witness in an action, suit or proceeding by reason of its position with the Company.
Authorized but Unissued Shares
Our authorized but unissued shares of common stock less discounts
and commissions, ifpreferred stock are available for future issuance, subject to any payablelimitations imposed by them. Eachthe listing standards of the selling stockholders
reserves the rightThe Nasdaq Capital Market. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to acceptobtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer Agent and together with their broker-dealers or agents
from time to time, to reject, in whole or in part, any proposed purchase of the
shares to be made directly or through broker-dealers or agents. We will not
receive any of the proceeds from the offering of the offered shares.
Registrar
The transfer agent and registrar for our common stock is Computershare Investor Services, LLC. Its address is P.O. Box 30170, College Station, Texas 77842-3170, and its telephone number is 1-800-662-7232.
Our common stock is listed on the American Stock ExchangeThe Nasdaq Capital Market under the symbol “ENG.
In some states”
PLAN OF DISTRIBUTION
We have entered into an at the market sales agreement (the “sales agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), as our sales agent, under which we may issue and sell shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through or to B. Riley Securities as sales agent or principal. B. Riley Securities may sell the common stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act.
Each time we wish to issue and sell common stock under the sales agreement, we will notify B. Riley Securities of the number or dollar value of shares to be issued, the dates on which such sales are anticipated to be made, and any minimum price below which sales may not be soldmade. Once we have so instructed B. Riley Securities, unless B. Riley Securities declines to accept the terms of such notice, they have been registeredagreed to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of B. Riley Securities under the sales agreement to sell our common stock are subject to a number of customary conditions that we must meet.
Settlement for shares of our common stock will occur on the second trading day following the date on which the sale was made. Sales of our common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or qualifiedby such other means as we and B. Riley Securities may agree upon. There is no arrangement for salefunds to be received in an escrow, trust or an exemption from registration or qualification
requirements is available and is complied with.
The selling stockholders may not sell any, or may sell less then all,similar arrangement.
We will pay B. Riley Securities a commission of 3.0% of the shares offered by them pursuantgross proceeds from each sale. We also agreed to this prospectus. In addition, any selling
stockholder may,reimburse B. Riley Securities for their legal expenses up to (i) $50,000 in connection with the extent permitted by applicable law, sell, transfer,
devise or gift the shares by means not described in this prospectus. In that
regard, any shares that qualify for sale pursuant to Rule 144A or Rule 144 under
the Securities Act may be sold under that rule, if applicable, rather than
pursuant to this prospectus.
The selling stockholders and any broker-dealers or agents that participate
in the distributionfiling of the shares maysales agreement, and (ii) $2,500 per calendar quarter thereafter in connection with updates at the time of each representation date. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. In connection with the sale of the common stock on our behalf, B. Riley Securities will be "underwriters"deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act. As a result, any profits on the sale of the
shares received by selling stockholdersAct as amended, and any discounts, commissions or
concessions received by any such broker-dealers or agents mighttheir compensation will be deemed to be underwriting discountscommissions or discounts. We have agreed to provide indemnification and commissions under thecontribution to B. Riley Securities Act. If the selling
stockholders were deemed to be underwriters, the selling stockholders could be
subject to certain statutory liabilities under the federal securities laws,
including under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Securities Exchange Act of 1934 (the "Exchange Act").
13
The selling stockholders and any other persons participating in the
distribution of the offered shares will be subject to the Exchange Act. The
Exchange Act rules include, without limitation, Regulation M, which may limit
the timing of or prohibit the purchase and sale of the shares by the selling
stockholders and any such other person. In addition, under Regulation M, any
selling stockholder or other person engaged in the "distribution," within the
meaning of Regulation M, of the shares may not engage in market-making
activities with respect to the shares for certain periods prior to the sale of
the offered shares, unless an applicable exemption is available under Regulation
M. The foregoing may affect the marketability of the offered shares and the
ability of any person or entity to engage in market-making activities with
respect to those shares.
Pursuant to the registration rights agreements described above under
"Registration Rights of Selling Stockholders," we and the selling stockholders
have agreed, subject to exceptions, to indemnify each other against specifiedcivil liabilities, including liabilities under the Securities Act,Act. We estimate that the total expenses for the offering, excluding compensation payable to B. Riley Securities and may be entitled
to contribution from each other in respect of those liabilities.
We will pay substantially allexpense reimbursement under the terms of the expenses incidentsales agreement, will be up to theapproximately $150,000.
The offering and
sale of the offered shares pursuant to this prospectus, including the reasonable
fees and expenses of a single counsel retained by a majority of the selling
stockholders. We will not pay any underwriting discounts, selling commissions or
stock transfer taxes attributable to the sale of the offered shares.
Under the registration rights agreement, we may be required from time to
time to require holders of offered shares to discontinue the sale or other
disposition of those shares under specified circumstances. See "Registration
Rights of Selling Stockholders" above.
USE OF PROCEEDS
We received approximately $13.1 in net proceeds from the sale of 2,000,000
shares of our common stock pursuant to Tontine Capital Partners, L.P.the sales agreement will terminate upon the termination of the sales agreement as described therein. We and B. Riley Securities may each terminate the sales agreement at any time upon five days’ prior notice.
This summary of the material provisions of the sales agreement does not purport to be a complete statement of its terms and conditions. A copy of the sales agreement is filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information” below.
To the extent required by Regulation M under the Exchange Act, B. Riley Securities will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus.
B. Riley Securities and its affiliates have in the private
placement on September 30, 2005. The net proceeds frompast and may in the private placement
were used to pay amounts outstanding underfuture provide various investment banking and/or other financial services for us and/or our line of credit with Comerica Bank
and other long-term debt andaffiliates, for general corporate purposes. Wewhich services they may in the future receive customary fees.
In addition, the sales agreement provides that we will not receive(i) take any action designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price of any of the proceeds fromour securities to facilitate the sale or resale of common stock, or (ii) sell, bid for, or purchase common stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the common stock under the sales agreement other than B. Riley Securities.
LEGAL MATTERS
Certain legal matters in connection with the common stock being offered by the selling
stockholders. All proceeds from the sale of these sharesthis prospectus will be solely for the
accounts of the selling stockholders.
LEGAL MATTERSpassed upon by Porter Hedges LLP, Houston, Texas. The validity of the issuance of common stock being offered herebyby this prospectus and certain other legal matters concerning this offering will be passed uponon for us by Hale, Lane, Peek, Dennison and Howard, a Professional
Corporation,Holland & Hart LLP, Reno, Nevada. EXPERTS
B. Riley Securities, Inc. is being represented in connection with this offering by Duane Morris LLP, New York, New York.
EXPERTS
The consolidated financial statements of ENGlobal Corporation and subsidiaries (the Company) as of December 28, 2019 and December 29, 2018, and for the years then ended, have been incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2004 have been so
incorporatedherein, in reliance onupon the report of Hein & AssociatesMoss Adams LLP, an independent registered public accounting firm, given onincorporated by reference herein, and upon the authority of said firm as experts in auditingaccounting and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are subjectauditing.
The audit report covering the December 28, 2019 financial statements refers to the reporting requirementsCompany changing its method of accounting for leases as of December 30, 2018 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been filed by us with the SEC under the Exchange Act, under
which we file annual, quarterly and special reports, proxy statements and other
information withare incorporated herein by reference:
●
our Annual Report on Form 10-K for the Commission. You may read and copy materials that we havefiscal year ended December 28, 2019, filed with the Commission at its public reference room located at 100 F. Street,
N.E.SEC on March 27, 2020 (File No. 001-14217), Room 1580, Washington D.C. 20549. Please calland portions of our Definitive Proxy Statement on Schedule 14A filed with the Commission at
1-800-SEC-0330 for further informationSEC on the public reference room. Our
Commission filings are also available to the public on the Commission's Internet
website at www.sec.gov.
We incorporateApril 27, 2020, incorporated by reference into this prospectustherein (File No. 001-14217);
●
our Quarterly Reports on Form 10-Q for the documents listed belowquarters ended March 28, 2020, filed with the SEC on May 7, 2020, June 27, 2020, filed with the SEC on August 6, 2020, and September 26, 2020, filed with the SEC on November 5, 2020 (File No. 001-14217);
●
our Current Reports on Form 8-K, filed with the SEC on April 15, 2016, March 26, 2020, April 16, 2020, April 24, 2020, May 7, 2020, May 26, 2020, June 3, 2020, June 11, 2020, August 6, 2020, September 29, 2020, November 5, 2020, December 1, 2020, December 7, 2020 and January 29, 2020 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any future filings we makecorresponding information furnished under Item 9.01 or included as an exhibit) (File No. 001-14217); and
●
the description of our common stock set forth in our registration statement on Form 8-A, filed with the Commission underSEC on December 17, 2007, including any and all subsequent amendments and reports filed for the purpose of updating that description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act including(excluding any filingsinformation furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit) after the date of the initial registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and after the date of this prospectus until we have sold allthe termination of the offered securitiesoffering under this prospectus shall be deemed to whichbe incorporated in this 14
prospectus relates or the offering is otherwise terminated. The information
incorporated by reference is an importantand to be a part hereof from the date of this prospectus.filing of such documents. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference into this prospectus willherein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in (1) this
prospectus or (2) any other subsequently filed document thatwhich also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a free copy of these filings, other than any exhibits, unless the exhibits are specifically incorporated by reference into this prospectus, modifiesby writing or supersedes such statement.telephoning us at the following address:
ENGlobal Corporation
Attention: Chief Financial Officer
654 N. Sam Houston Parkway East, Suite 400
Houston, Texas 77060-5914
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act and in accordance therewith, file reports, proxy statements and other information with the SEC. The documentsSEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We maintain a website at www.englobal.com. Information on our website or any other website is not incorporated by reference herein include:
o our Annual Report on Form 10-K for the year ended December 31, 2004;
o our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005,
June 30, 2005 and September 30, 2005;
o our Current Reports on Form 8-K filed on January 31, 2005, March 31,
2005, August 12, 2005, and October 5, 2005; and
o our Form 10-SB Registration Statement filed with the Commission on
January 27, 1997, including any amendment or report filed for the purpose of
updating such description, in which there is described the terms, rights and
provisions applicable to our common stock.
We will provide without charge to each person, including any beneficial
owner, to whominto this prospectus and does not constitute part of this prospectus. Please note that information contained in our website, whether currently posted or posted in the future, is delivered, upon writtennot a part of this prospectus or oral request, a
copy of any and all of the documents that have been or may be incorporated by reference in this prospectus. You should direct requests for documents by
writing to:
ENGlobal Corporation
654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060-5914
Tel: (281) 878-1000
Attention: Investor Relations Officer
15
2,960,714
$25,000,000
Shares ENGLOBAL CORPORATIONof Common Stock
----------------------------------------
PROSPECTUS
----------------------------------------
The date of this prospectus is December ___, 2005
Prospectus
B. Riley Securities
, 2021
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Other Expenses of Issuance and Distribution.
The following table sets forth the fees andvarious expenses, other than discounts,
commissions and concessions payable to broker-dealers and agents,all of which will be borne by us, in connection with the offeringsale and distribution of the securities being offered hereunder.
All amountsregistered, other than the filing feeunderwriting discounts, commissions, and expenses. All amounts shown are estimates except for the registration statement are
estimates. All of these fees and expenses will be borne by the registrant. Securities and Exchange Commission Filing Fee....... $ 2,146.61
Printing Feesregistration fee.
| Securities and Exchange Commission registration fee | $10,910 |
| Accounting fees and expenses | $* |
| Legal fees and expenses | $* |
| Printing and engraving expenses | $* |
| Transfer agent fees | $* |
| Miscellaneous | $* |
| Total | $* |
*Estimated expenses are presently not known and Expenses.......................... 2,500
Legal Fees.......................................... 10,000
Accountingcannot be estimated.
Item 15.
Indemnification of Directors and Auditor Fees......................... 5,000
Miscellaneous Fees.................................. 1,000
Total.......................................... $ 20,646.61
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our RestatedOfficers.
The Registrant’s Articles of Incorporation provide that none of ourits directors or officers shall be personally liable to the CompanyRegistrant or ourits stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer, except that a director or officer shall be liable, to the extent provided by applicable law, (1) for acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (2) for the payment of dividends in violation of restrictions imposed by Section 78.300 of the Nevada General Corporation Law (the "NGCL"Revised Statutes (“NRS”). The effect of these provisions is to eliminate the rights of ourthe Registrant’s stockholders, either directly or through stockholders'stockholders’ derivative suits brought on behalf of the Company,Registrant, to recover monetary damages from a director or officer for breach of the fiduciary duty of care as a director or officer except in those instances provided under the NGCL.
In addition, we haveNRS.
The Registrant has adopted provisions in our Amended and Restated Bylawsits bylaws that require the Companyit to indemnify ourits directors, officers, and officerscertain other representatives against expenses, liabilities, and other matters arising out of their conduct on the Company's behalf.
Registrant’s behalf, or otherwise referred to in or covered by applicable provisions of the NRS, to the fullest extent permitted by the NRS.
In addition, the Registrant has entered into indemnification agreements with its directors and executive officers, under which the Registrant has agreed to indemnify such directors and officers against expenses (including reasonable attorneys’ fees) and other types of losses incurred by reason of such directors and officers serving the Registrant, or other enterprise at the Registrant’s request, as an officer, director, employee, or agent, subject to certain limitations. Under the indemnification agreements, the Registrant has also agreed to advance the indemnitees’ expenses, and each indemnitee has undertaken to repay the advances should a court ultimately determine that indemnification was not authorized.
Section 78.7502 of the NGCLNRS provides that a corporation may indemnify its directors and officers against expenses, including attorneys'attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with an action, suit or proceeding in which the director or officer has been made or is threatened to be made a party, if the director or officer acted in good faith and in a manner which the director or officer reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reason to believe the director'sdirector’s or officer'sofficer’s conduct was unlawful. Any such indemnification may be made by the corporation only as ordered by a court, provided for in the articles of incorporation, bylaws, or another agreement with the corporation, or as authorized in a specific case upon a determination made in accordance with the NGCLNRS that such indemnification is proper in the circumstances.
Indemnification may not be made under the NGCLNRS for any claim, issue, or matter as to which the director or officer has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines that in view of all the circumstances of the case, that the director or officer is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding or in defense of any claim, issue, or matter therein, the director or officer must be indemnified under the NGCLNRS by the corporation against expenses, including attorney'sattorney’s fees, actually and reasonably incurred by the director or officer in connection with the defense.
II-1
ITEM 16. EXHIBITS.
The following isRegistrant maintains a list of all exhibits filed as a part of this
registration statement on Form S-3.
Exhibit Number Description of Exhibits
-------------- ---------------------------------------------------------
4.1 Specimen common stock certificate*
4.2 Registration Rights Agreement, dated as of September 30,
2005, by and among Registrant and Certain Investors named
therein*
4.3 Restated Articles of Incorporation of Registrant
(incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002
filed with the Commission on November 14, 2002)*
4.4 Amended and Restated Bylaws of Registrant*
4.5 Securities Purchase Agreement, dated September 30, 2005, by
and between Tontine Capital Partners, L.P. and Registrant*
4.6 Form of Subscription Agreement by and among Registrant,
Michael L. Burrow, Alliance 2000, Ltd. andgeneral liability insurance policy that covers certain subscribers*
5.1 Opinion of Hale, Lane, Peek, Dennison and Howard, a
Professional Corporation
23.1 Consent of Hale, Lane, Peek, Dennison and Howard, a
Professional Corporation (contained in Exhibit 5.1)
23.2 Consent of Hein & Associates LLP, independent registered
public accounting firm
24 Power of Attorney (reference is made to the signature pageliabilities of the Registration Statement)*
*Previously filed
ITEMRegistrant’s directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. The Registrant’s directors and officers are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended, which might be incurred by them in such capacities and against which they cannot be indemnified by the Registrant.
Item 16.
Exhibits.
| Exhibit No. | Description of Exhibit | ||
| 1.1 | Form of Underwriting Agreement.* | ||
| At Market Issuance Sales Agreement, dated January 29, 2021, by and between ENGlobal Corporation and B. Riley Securities, Inc.** | |||
Specimen Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on October 31, 2005). | |||
| Opinion of Holland & Hart LLP with respect to legality of the securities, including consent.** | |||
| Consent of Moss Adams LLP.** | |||
| Consent of Porter Hedges LLP.** | |||
| Consent of Holland & Hart LLP (included in Exhibit 5.1).** | |||
Power of Attorney(contained in signature pages). | |||
| * | The Registrant will file as an exhibit to a current report on Form 8-K (i) any underwriting agreement relating to securities offered hereby, (ii) any additional required opinion of counsel to the Registrant as to the legality of the securities offered hereby or (iv) any required opinion of counsel to the Registrant as to certain tax matters relative to securities offered hereby. |
| ** | Filed herewith. |
Item 17. UNDERTAKINGS.
Undertakings.
(a) The undersigned Registrantregistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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Provided, statement; provided, however, that subparagraphs paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those subparagraphsparagraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) aspartas part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.date; or
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i.
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii.
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
That,
(a)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'sregistrant’s annual report pursuant to Sectionsection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in thisthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report, to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 and Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant 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 Amendment
No. 1 to the Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the seventh29th day of December 2005.
ENGLOBAL CORPORATION
By: /s/January, 2021.
ENGlobal Corporation | |||
| By: | /s/ Mark A. Hess | ||
| Mark A. Hess | |||
| Chief Financial Officer and Treasurer | |||
POWER OF ATTORNEY AND SIGNATURES
We the undersigned officers and directors of ENGlobal Corporation, hereby, severally constitute and appoint William A. Coskey ----------------------------------------
Williamand Mark A. Coskey, P.E.
ChairmanHess, each of them singly, our true and lawful attorneys with full power to them and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and any subsequent registration statement for the same offering which may be filed under Rule 462(b) and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable ENGlobal Corporation to comply with the provisions of the Board
POWER OF ATTORNEY
Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto or to any subsequent registration statement for the same offering which may be filed under Rule 462(b).
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William A. Coskey Chairman of the Board December 7, 2005
- -------------------------
William A. Coskey, P.E.
/s/ Michael L. Burrow Director, President and Chief December 7, 2005
- ------------------------- Executive Officer
Michael L. Burrow, P.E.
* Chief Financial Officer and
- ------------------------- Treasurer
Robert W. Raiford
* Director
- -------------------------
David W. Gent
* Director
- -------------------------
Randall B. Hale
* Director
- -------------------------
David C. Roussel
*By: /s/William A. Coskey
- -------------------------
William A. Coskey, P.E.
Attorney-in-Fact
EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibits
-------------- ---------------------------------------------------------
4.1 Specimen common stock certificate*
4.2 Registration Rights Agreement, dated as of September 30,
2005, by and among Registrant and Certain Investors named
therein*
4.3 Restated Articles of Incorporation of Registrant
(incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002
filed with the Commission on November 14, 2002)*
4.4 Amended and Restated Bylaws of Registrant*
4.5 Securities Purchase Agreement, dated September 30, 2005, by
and between Tontine Capital Partners, L.P. and Registrant*
4.6 Form of Subscription Agreement by and among Registrant,
Michael L. Burrow, Alliance 2000, Ltd. and certain
subscribers*
5.1 Opinion of Hale, Lane, Peek, Dennison and Howard, a
Professional Corporation
23.1 Consent of Hale, Lane, Peek, Dennison and Howard, a
Professional Corporation (contained in Exhibit 5.1)
23.2 Consent of Hein & Associates LLP, independent registered
public accounting firm
24 Power of Attorney (reference is made to the signature page
of the Registration Statement)*
*Previously filed
| Signature | Title | Date | ||
| Chief Executive Officer, President, Chairman of the Board, | ||||
| /s/ William A. Coskey | Director (Principal Executive Officer) | January 29, 2021 | ||
| William A. Coskey, P.E. | ||||
| /s/ Mark A. Hess | Chief Financial Officer, Treasurer | January 29, 2021 | ||
| Mark A. Hess | (Principal Financial and Accounting Officer) | |||
| /s/ David W. Gent | Director | January 29, 2021 | ||
| David W. Gent, P.E. | ||||
| /s/ Randall B. Hale | Director | January 29, 2021 | ||
| Randall B. Hale | ||||
| /s/ David C. Roussel | Director | January 29, 2021 | ||
| David C. Roussel | ||||
| /s/ Kevin M. Palma | Director | January 29, 2021 | ||
| Kevin M. Palma |