Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CYCLE COUNTRY ACCESSORIES CORP.
(Name of Small Business Issuer in its Charter)
NEVADA 42-1523809
- ---------------------- ------------------
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2188 Highway 86
Milford, Iowa 51351
(712) 338-2701
(Address and telephone number of principal executive offices
and principal place of business)
Ronald Hickman
Chief Executive Officer
2188 Highway 86
Milford, Iowa 51351
(712) 338-2701
(Name, address and telephone number of agent for service)
Copies to:
James G. Dodrill II, Esq.
The Law Office of James G. Dodrill II, P.A.
5800 Hamilton Way
Boca Raton, FL 33496
(561) 862-0529
----------------------
Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to 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, check the
following box and list the Securities Act registration statement number
of 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 delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( ).
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE <F1> PRICE FEE
- ------------------- ---------- ---------- ---------- -------------
Common Stock,
$.0001 par value to be sold 2,000,000 $4.00 $8,000,000 $1,013.60
by selling shareholders
TOTAL 2,000,000 $8,000,000 $1,013.60
- ----------------------
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
-------------------------------------------
</FN>
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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 or
any applicable state securities commission becomes effective.
This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
PROPECTUS
SUBJECT TO COMPLETION, DATED JUNE 14, 2005
2,000,000 Shares of Common Stock
CYCLE COUNTRY ACCESSORIES CORP.
The Offering:
We are registering the resale by certain of our shareholders
(the "Selling Shareholders") of up to 2,000,000 shares of our
common stock (the "Shares"). We are not offering or selling any
of the Shares. The Selling Shareholders may sell the Shares from
time to time on the open market at prevailing market prices in
ordinary broker transactions, at prices related to prevailing
market prices or in negotiated transactions, and they may pay
broker commissions in connection with such transactions. We will
not receive any of the proceeds of sale of the Shares nor pay any
broker commissions in connection with such sales.
The Selling Shareholders have acquired the shares in
connection with an Agreement and Plan of Merger between Simonsen
Iron Works, Inc. and us, dated April 29, 2005 pursuant to an
exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), provided under
its Section 4(2). We are registering the shares pursuant to the
Agreement and Plan of Reorganization and Merger.
Our common stock is quoted on the American Stock Exchange.
The closing price of our shares on June 13, 2005 was $3.65.
The Selling Shareholders and any broker-dealer executing
selling orders on behalf of or purchasing from the Selling
Shareholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Commissions received by any such broker-dealer
may be deemed to be underwriting commissions or discounts under
the Securities Act.
AMEX - "ATC"
_________________________________
Investing in our stock involves risks. You should carefully
consider the Risk Factors beginning on page 9 of this prospectus.
We have not authorized anyone else to provide you with
different information. The common stock is not being offered in
any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of
those documents.
______________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
_______________________
The prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
The date of this prospectus is June 14, 2005
TABLE OF CONTENTS
About This Prospectus 3
Where You Can Find More
Information 3
Incorporation by Reference 3
Prospectus Summary 6
The Offering 8
Risk Factors 9
Use of Proceeds 13
Determination of Offering Price 13
Selling Shareholders 14
Description of Securities 16
Plan of Distribution 20
Legal Matters 22
Experts 22
Indemnification 22
2
ABOUT THIS PROSPECTUS
This prospectus is a part of a Registration Statement
on Form S-3 that we have filed with the Commission. You should
rely only on the information provided in this prospectus or any
supplement or amendment. We have not authorized anyone else to
provide you with additional or different information. You should
not assume that the information in this prospectus or any
supplement or amendment is accurate as of any date other than the
date on the front of this prospectus or any supplement or
amendment.
Unless the context otherwise requires, the terms "we,"
"us," "our," "the Company," and "Cycle Country" mean Cycle Country
Accessories Corp., a Nevada corporation and Cycle Country
Accessories Corp. an Iowa corporation (our predecessor
corporation). The term "selling shareholder" means our
shareholders which are offering to sell their shares of Cycle
Country common stock that are being registered through this
prospectus. The term "common stock" means our common stock, par
value $0.0001 per share and the term "Shares" means the 2,000,000
shares of common stock being offered through this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Commission. Information
filed with the Commission by us can be inspected and copied at
the public reference room maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may
also obtain copies of this information by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Further information
on the operation of the Commission's public reference room in
Washington, D.C. can be obtained by calling the Commission at
1-800-SEC-0330.
The Commission also maintains a website that contains
reports, proxy statements and other information about issuers,
such as us, who file electronically with the Commission. The
address of that website is http://www.sec.gov.
Our common stock is listed on the American Stock Exchange
(AMEX: ATC), and reports, proxy statements and other information
concerning us can also be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference"
into this prospectus certain information which we file with the
Commission. This means we can fulfill our obligations to provide
you with certain important information by referring you to other
documents that we have filed with the Commission. The information
that is incorporated by reference is an important part of this
prospectus.
We are incorporating by reference into this prospectus
the following documents which we have filed, or may later file,
with the Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The information we file with the
Commission later will automatically update and supersede the
present information.
Our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004 (filed with the Commission on December 29,
2004);
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Our Quarterly Reports on Form 10-QSB for the fiscal quarters
ended December 31, 2004 and March 31, 2005 (filed with the
Commission on February 11, 2005 and May 16, 2005, respectively).
Our Current Reports on Form 8-K filed with the Commission on
May 23, 2005, May 6, 2005, and April 18, 2005.
The description of our common stock in our Registration
Statement on Form SB-2 (filed with the Commission on April 21,
2004); and
All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the termination of the
offering
We will provide to each person to whom a prospectus is
delivered, including any beneficial owner, a copy of any or all
of the information which is incorporated by reference in this
prospectus, but which is not delivered with this prospectus. We
will provide such information, at no cost to the requesting
person, upon written or oral request made to:
Cycle Country Accessories Corp.,
2188 Highway 86
Milford, Iowa 51351
Attention: Ronald Hickman, President
You should rely only on the information provided or
incorporated by reference in this prospectus or in the applicable
supplement to this prospectus. You should not assume that the
information in this prospectus and the applicable supplement is
accurate as of any date other than the date on the front cover of
the document. If information in incorporated documents conflicts
with information in this prospectus, you should rely on the most
recent information.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and
incorporated by reference herein discuss our plans and strategies
for our business or make other forward-looking statements, as
this term is defined in the Private Securities Litigation Reform
Act. The words "anticipates," "believes," "estimates," "expects,"
"plans," "intends," "may," "could," "will," "continue," "seek,"
"should," "would" and similar expressions are intended to
identify these forward-looking statements, but are not the
exclusive means of identifying them. These forward-looking
statements reflect the current views of our management; however,
various risks, uncertainties and contingencies could cause our
actual results, performance or achievements to differ materially
from those expressed in, or implied by, these statements,
including, without limitation, or relating to the following:
(1) our ability to obtain a meaningful degree of consumer
acceptance for our products now and in the future,
(2) our ability to market our products on a global basis at
competitive prices now and in the future,
(3) our ability to maintain brand-name recognition for our
products now and in the future,
(4) our ability to maintain an effective distributors
network,
(5) our success in forecasting demand for our services now
and in the future,
4
(6) our ability to maintain pricing and thereby maintain
adequate profit margins,
(7) our ability to achieve adequate intellectual property
protection and
(8) our ability to obtain and retain sufficient capital for
future operations.
Although we believe that the expectations reflected in
these forward-looking statements are reasonable and achievable,
such statements involve risks and uncertainties and no assurance
can be given that the actual results will be consistent with
these forward-looking statements. Except as otherwise required by
Federal securities laws, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, changed circumstances
or any other reason, after the date of this prospectus.
For a discussion of important risks of an investment in
our securities, including factors that could cause actual results
to differ materially from results referred to in the forward-
looking statements, see "Risk Factors" beginning on page 9 of
this prospectus.
5
PROSPECTUS SUMMARY
Because this is a summary, it does not contain all of the
information that may be important to you. You should read the
entire prospectus and the documents we have incorporated by
reference. You should consider the information set forth under
"Risk Factors" and our financial statements and accompanying
notes that are incorporated herein by reference.
Cycle Country Accessories Corp.
We are one of the world's largest manufacturers of
accessories for all terrain vehicles ("ATVs"). We manufacture a
complete line of branded products, including snowplow blades,
lawnmowers, spreaders, sprayers, tillage equipment, winch mounts,
utility boxes, oil filters and oil coolers, baskets and an
assortment of other ATV accessory products. These products
custom fit essentially all ATV models from Honda, Yamaha,
Kawasaki, Suzuki, Polaris, Arctic Cat and Bombardier. We design,
engineer and assemble all accessory products at our headquarters
in Milford and manufacturer a majority of the original equipment
components at our Spencer facility, which is the site of Simonsen
Iron Works, Inc..
We are recognized as a leader in the manufacturing of high
quality ATV accessory products. This reputation has enabled us
to develop key, long-term relationships with ATV manufacturers
and distributors. We have sold our products to 17 distributors
in the United States for the past 23 years. The distributors
call on and sell Cycle Country products to virtually every ATV
dealer in North America. Similar strategic arrangements have
also been developed internationally. We currently have 19
international distributors distributing our products to 35
countries. For the fiscal year ended September 30, 2004, we
achieved revenues of $20,665,674.
We are also the largest manufacturer of golf car hubcaps in
the world. We estimate that we maintain 70% of the original
equipment manufacturer ("OEM") hubcap business. We have always
sold directly to golf car manufacturers and we believe that we
have an excellent distribution network that reaches the after
market throughout the United States, Europe and Asia.
We are continuing our growth in the lawn and garden
industry. Our market research tells us that the manufacturers of
garden tractors and utility vehicles need accessories similar to
those available in the ATV industry. Our pull-behind products,
3-point implements, and other branded and private label
accessories can be used with lawn and garden tractors and utility
vehicles. We have sold our products to several equipment
manufacturers, dealers and retail outlets within the lawn and
garden and utility vehicle markets. We continue to work with
several other lawn and garden manufacturers to introduce these
accessories into their product lines. We also continue to design
new accessories to market within the Lawn and Garden industry.
Our three largest customers accounted for approximately 49%
of our net sales in the year ended September 30, 2004. Two of
these three customers have represented a significant amount of
our business every year for at least the past 18 years. While
6
the percentage of total net sales these customers represent
should decrease as our sales grow in other areas, such as Lawn
and Garden, we do anticipate these customers will continue to
represent a significant amount of our business.
On April 29, 2005 we acquired Simonsen Iron Works, Inc.,
which had been our largest supplier of fabricated steel parts for
total consideration of $7,000,000 in cash and $8,000,000 worth of
our common stock. During the year ended September 30, 2004, we
purchased approximately $8,140,000 of goods from Simonsen. This
represented approximately 61% of our raw goods purchases during
that year. We believe that our partnership with Simonsen has
been a key to the success of our Company as working with this
vendor allowed us to maintain the highest quality parts at the
most economical cost. Going forward as one company will allow us
to bring products to market sooner, reduce costs by streamlining
production processes, and reducing overhead to maximize profits.
Our principal office is located at 2188 Highway 86, Milford,
Iowa 51351 (Telephone (712) 338-2701, fax (712) 338-2601. Our
internet address is www.cyclecountry.com.
7
The Offering
------------
Securities Offered Up to 2,000,000 shares of
common stock, all of
which are being offered
by the selling
shareholders; See
"Description of
Securities"
Common Stock Outstanding, before offering (1) 7,106,172
Common Stock Outstanding, after offering (1) 7,106,172
American Stock Exchange Symbol ATC
Use of Proceeds We will not receive any
proceeds from the sale of
the shares of common
stock by our selling
shareholders. See "Use
of Proceeds."
Dividend Policy We do not intend to pay
dividends on our common
stock. We plan to retain
any earnings for use in
the operation of our
business and to fund
future growth.
(1) Assumes that all 2,000,000 shares are issued to the
Selling Shareholders pursuant to the Agreement and Plan of
Merger.
8
RISK FACTORS
------------
The securities offered are highly speculative. You should
purchase them only if you can afford to lose your entire
investment in us. You should carefully consider the following
risk factors, as well as all other information in this
prospectus.
Certain important factors may affect our actual results and
could cause those results to differ significantly from any
forward-looking statements made in this prospectus or otherwise
made by us or on our behalf. For this purpose, any statements
contained in this prospectus that are not statements of
historical fact should be considered to be forward-looking
statements. Words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the
negatives of those words, identify forward-looking statements.
These statements appear in a number of places in this prospectus
and include statements as to our intent, belief or expectations.
These forward-looking statements are subject to the risks
detailed below or elsewhere in this prospectus, or detailed from
time to time in our filings with the Securities and Exchange
Commission. See "Risks Associated With Forward-Looking
Statements" on page 12.
Investors should assume that, even if not specifically stated
within this document, if any of the following risks actually
materialize, our business, financial condition or results of future
operations could be materially and adversely affected. In that
case, the trading price of our common stock could decline, and you
may lose all or part of your investment.
Our revenues and earnings could be negatively affected if we cannot
anticipate market trends, enhance existing products and achieve
market acceptance of new products.
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Our ability to continue and expand the sales levels that we
typically achieved in prior years is largely dependent on our
ability to successfully anticipate and respond to changing
consumer demands and trends in a timely manner. This includes
introducing new or updated products at prices acceptable to
customers. Our ability to maintain market acceptance and achieve
further acceptance for our products will depend upon our ability
to:
- maintain a strong and favorable brand image;
- maintain a reputation for high quality; and
- continue to develop our network of distributors
to sell our products both domestically and internationally.
We can give you no assurance that the market for our
products will continue to develop or that large demand for these
products will be sustainable. In addition, we may incur
significant costs in our attempt to maintain or increase market
acceptance for our products.
9
Our sales are highly dependent on the effectiveness of our
distributor networks.
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Our level of sales depends to a great extent upon the
effectiveness of our distributor networks. We can offer no
assurance that these distributors will continue to have the
success they have historically.
Our sales may be impacted by weather conditions.
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As a manufacturer of accessories for outdoor motorized
equipment, our sales may be impacted by weather conditions. For
example, lack of snowfall in any year in any particular region of
the United States or Canada may adversely affect demand for our
snow plow. There is no assurance that certain weather conditions
would not have a material adverse effect on our sales.
Our officers and directors are not required to continue as
shareholders.
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There is no requirement that any of our officers and/or
directors retain any of their shares of our common stock.
Accordingly, there is no assurance that all or any of our
officers and/or directors will continue to maintain an equity
interest in the company.
A large percentage of our sales are made to our three largest
customers.
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Our three largest customers accounted for approximately
49% of our net sales in the year ended September 30, 2004. Two
of these three customers have represented a significant amount of
our business every year for at least the past 18 years. While
the percentage of total net sales these customers represent
should decrease as our sales grow in other areas, such as Lawn
and Garden, we do anticipate these customers will continue to
represent a significant amount of our business. The loss of any
or all of these customers would have a material adverse impact on
the results of our operations.
We face product liability claims.
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Product liability claims are made against us from time to
time. We currently carry $2 million in product liability
insurance. Over the past 8 years, we paid an aggregate of less
than $30,000 in product liability claims, and the largest single
judgment against us has been for $21,000. No assurance can be
given that our historical claims record will not change or that
material product liability claims against us will not be made in
the future. Adverse determination of material product liability
claims made against us could have a material adverse effect on
our financial condition.
Our products could contain defects creating product recalls and
warranty claims that could materially adversely affect our future
sales and profitability.
- ---------------------------------------------------------------------
Our products could contain unforeseen defects. These
defects could result in product recalls and warranty claims. A
product recall could delay or halt production of the affected
product until we are able to address the reasons for any defects.
Recalls may also have a materially negative effect on our brand
image and public perception of the affected product. This could
10
materially adversely affect our future sales. Recalls or other
defects would be costly and could require substantial
expenditures.
We offer a standard one-year warranty on all products except
snow plows, on which we offer a limited life time warranty.
Although we employ quality control procedures, a product is
sometimes distributed which needs repair or replacement.
Historically, product recalls have been administered through our
distributors and have not had a material effect on our business.
However, no assurance can be given that our historical claims
record will not change adversely as a result of our growth or
otherwise.
Unanticipated defects could also result in product
liability litigation against us. Given the nature of our
products, we have in the past and expect in the future to be
subject to potential product liability claims that, in the
absence of sufficient insurance coverage, could have a material
adverse effect on us. Although we currently maintain liability
insurance coverage, this coverage may not be adequate to cover
all product liability claims. Any large product liability claim
could materially adversely affect our ability to market our
products.
We face substantial competition.
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We face competition from various companies in each product
line we offer. A number of our competitors are well financed and
could develop innovative products that would reduce our market
share. Additionally, as we expand our product offerings into new
markets and into offering new products we will face additional
competition. Competition in foreign markets may also be affected
by duties, tariffs, taxes and the effect of various trade
agreements, import restrictions and fluctuations in exchange
rates.
A recession could detrimentally affect our sales.
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Our sales are partially dependent on discretionary consumer
spending, which may be affected by general economic conditions.
A recessionary environment could result in a decrease in consumer
spending in general, which could result in decreased spending in
our markets, directly or in the overall market for ATV's, either
of which could have a material adverse effect on our business,
operating results and financial condition. Additionally, factors
that influence the general economic climate, such as consumer
confidence levels, interest rates, employment trends and fuel
availability and prices could also result in decreased spending
in our markets. Because in the short term most of our operating
expenses are relatively fixed, we may be unable to adjust
spending sufficiently in a timely manner to compensate in the
event of any unexpected sales shortfall. If we fail to make
these adjustments quickly, our operating results and financial
condition could be materially adversely affected.
Our quarterly financial results may fluctuate significantly.
- ---------------------------------------------------------------------
Our quarterly operating results will likely fluctuate
significantly in the future as a result of a variety of factors,
some of which are outside our control. These factors include:
11
* General economic and market conditions;
* Pricing changes in the industry;
* The amount and timing of orders from retailers;
* The timing of shipments and new product introductions;
* Manufacturing delays;
* Seasonal variations in the sale of our products;
* Product mix; and
* Pricing changes in our products.
Due to these factors, our quarterly operating results may
fall below any market expectations that may arise. If this
happens, the trading price of our common stock would likely
decline, perhaps significantly.
There is no assurance of future dividends being paid.
- ---------------------------------------------------------------------
At this time we do not anticipate paying dividends in the
future, but instead plan to retain any earnings for use in the
operation of our business and to fund future growth. We are
under no legal or contractual obligation to declare or to pay
dividends, and the timing and amount of any future cash dividends
and distributions is at the discretion of our Board of Directors
and will depend, among other things, on our future after-tax
earnings, operations, capital requirements, borrowing capacity,
financial condition and general business conditions.
Risks associated with forward looking statements.
- ---------------------------------------------------------------------
This prospectus contains certain forward-looking statements
regarding management's plans and objectives for future operations,
including plans and objectives relating to our planned marketing
efforts and future economic performance. The forward-looking
statements and associated risks set forth in this prospectus
include or relate to:
(1) our ability to obtain a meaningful degree of consumer
acceptance for our products now and in the future,
(2) our ability to market our products on a global basis at
competitive prices now and in the future,
(3) our ability to maintain brand-name recognition for our
products now and in the future,
(4) our ability to maintain an effective distributors
network,
(5) our success in forecasting demand for our services now
and in the future,
(6) our ability to maintain pricing and thereby maintain
adequate profit margins,
(7) our ability to achieve adequate intellectual property
protection and
(8) our ability to obtain and retain sufficient capital for
future operations.
12
USE OF PROCEEDS
---------------
All shares of our common stock offered by this prospectus
are being registered for the account of the selling shareholders.
We will not receive any proceeds from the sale of the shares
of common stock being offered by our selling shareholders.
We expect to incur expenses of approximately $20,500 in
connection with the registration of the shares.
DETERMINATION OF OFFERING PRICE
-------------------------------
The price at which the shares may actually be sold by the
selling shareholders will be determined by the market price of our
common stock as of the date of sale.
13
SELLING SHAREHOLDERS
--------------------
The shares of common stock offered hereby were originally
issued by us in connection with the acquisition of Simonsen Iron
Works, Inc. The selling shareholders and any of its pledgees,
donees or their successors, may from time to time offer and sell
pursuant to this prospectus any or all of the common stock
offered hereby.
On April 29, 2005, we consummated an Agreement and Plan of
Merger (the "Agreement") with the Selling Shareholders through
which we acquired Simonsen Iron Works. The terms of the
Agreement provided that the Selling Shareholders exchanged 100%
of the outstanding shares of Simonsen, for cash consideration of
$7,000,000 and $8,000,000 worth of our common stock. The shares
of common stock will be valued at the greater of: (a) the average
of the closing prices for registrant's common stock as reported
by the American Stock Exchange for each of the 30 consecutive
trading days beginning on June 1, 2005 and ending on July 13,
2005 (the "Pricing Period") and (b) $6.65.
Since the number of shares of our common stock issuable
pursuant to the Agreement may change based upon fluctuations of
the market price of our common stock during the Pricing Period,
the actual number of shares of our common stock that will be
issued under the Agreement, and consequently the number of shares
of our common stock that will be beneficially owned by the
Selling Shareholders cannot be determined at this time. Because
of this fluctuating characteristic, we have agreed to register a
number of shares of our common stock that exceeds the number of
our shares of common stock currently beneficially owned by the
Selling Shareholders.
The following table sets forth information as of June 1,
2005, with respect to the selling shareholders and the common
stock beneficially owned by the selling shareholders that may be
offered pursuant to this prospectus. Such information has been
obtained from the selling shareholders. The selling shareholders
do not have, and within the past three years have not had, any
position, office or other material relationship with us or any of
our predecessors or affiliates other than Simonsen Iron Works,
which was our primary supplier of raw materials and as a result
of the ownership of the shares of common stock acquired in
connection with our acquisition of Simonsen Iron Works, Inc.
Because the selling shareholders may offer all, some or none of
the common stock pursuant to this prospectus, no estimate can be
given as to the amount of the common stock that will be held by
the selling shareholders upon completion of this offering.
14
Shares
Common Stock Percentage Shares to be owned After Percentage
Name Beneficially Owned Before Offering Sold in Offering Offering(2) After Offering(2)
---------------------------------- ---------------- ------------ ------------------
Alan Bailey 600,000 8.4% 600,000 -0- 0%
David Bailey 550,000 7.7% 550,000 -0- 0%
Joan Bailey 550,000 7.7% 550,000 -0- 0%
Lisa Bailey 300,000 4.2% 300,000 -0- 0%
(1) This registration statement shall also cover any additional
shares of our common stock which become issuable in connection
with the shares registered for sale hereby by reason of any stock
dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of our
common stock.
(2) Assumes the sale of all shares offered hereby.
15
DESCRIPTION OF SECURITIES
-------------------------
General
Our authorized capital stock consists of 100,000,000 shares
of common stock, par value $0.0001 per share, and 20,000,000
shares of preferred stock, par value $.0001 per share. As of the
date of this prospectus, 7,106,172 shares of common stock and no
shares of preferred stock were outstanding. The transfer agent
for our common stock is Atlas Stock Transfer of Salt Lake City,
Utah.
Common Stock
We are authorized to issue 100,000,000 shares of our common
stock, $0.0001 par value, of which 7,106,172 shares are issued
and outstanding as of the date of this prospectus. The issued
and outstanding shares of common stock are fully paid and non-
assessable. Except as provided by law or our certificate of
incorporation with respect to voting by class or series, holders
of common stock are entitled to one vote on each matter submitted
to a vote at a meeting of shareholders.
Subject to any prior rights to receive dividends to which
the holders of shares of any series of the preferred stock may be
entitled, the holders of shares of common stock will be entitled
to receive dividends, if and when declared payable from time to
time by the board of directors, from funds legally available for
payment of dividends. Upon our liquidation or dissolution,
holders of shares of common stock will be entitled to share
proportionally in all assets available for distribution to such
holders.
Preferred Stock
The board of directors has the authority, without further
action by our shareholders, to issue up to 20,000,000 shares of
preferred stock, par value $.0001 per share, in one or more
series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or
the designation of such series. No shares of preferred stock are
currently issued and outstanding. The issuance of preferred
stock could adversely affect the voting power of holders of
common stock and could have the effect of delaying, deferring or
preventing a change of our control.
On June 11, 2003, the Company entered into and closed upon a
financing agreement whereby the Company's newly authorized
preferred shares were issued in exchange for restricted cash.
The restricted cash would be made available to the Company for
general corporate purpose usage upon the conversion of the
Preferred Stock. The preferred shares were convertible into the
Company's common shares based on an annually set conversion price
computed as the average of the five lowest closing prices of the
common stock for the twenty-two trading days prior to each
anniversary date. Upon an event of default, the investment may
have been reclassified as a debt obligation of the Company. This
new series of preferred shares was cumulative and convertible
with dividends computed on a simple interest per annum basis
16
using the current prime interest rate plus 0.5% (4.5% at June 30,
2004, full conversion date) and was to be paid prior to any
dividends being paid or declared on the Company's common stock.
The Company has 2,000,000 shares of $0.0001 par value preferred
stock authorized and no shares issued and outstanding at March
31, 2005. As of June 30, 2004, all of the convertible preferred
shares were converted into common shares of the Company. The
conversion also released the restricted cash to the Company for
general corporate purpose usage of which almost all of the
balance was applied to the Notes with the commercial lender to
retire the Company's Notes payable in full.
Warrants
Certain shares of common stock offered by Cycle Country
Accessories Corp. (a Nevada corporation) on August 21, 2001 had
warrants attached. We presently have 1,458,250 warrants
outstanding related to the common stock offered on August 21,
2001. Each warrant entitles the holder thereof to purchase one
share of common stock at a price per share of $4.00 ending on
August 21, 2005. Each unexercised warrant is redeemable by us at
a redemption price of $0.001 per warrant at any time, upon 30
days written notice to holders thereof, if (a) our common stock
is traded on NASDAQ or listed on an exchange and (b) the Market
Price (defined as the average closing bid price for twenty (20)
consecutive trading days) equals or exceed 120% of the exercise
price.
On June 9, 2003 the Company issued warrants to purchase
40,000 shares of the Company's common shares. The holder is
entitled to purchase the common shares at an exercise price per
share of $4.00 ending on June 9, 2010. All 40,000 of these
warrants are presently outstanding.
Pursuant to applicable federal and state securities laws, in
the event a current prospectus is not available, the warrant
holders may be precluded from exercising the warrants and we
would be precluded from redeeming the warrants. There can be no
assurance that we will not be prevented by financial or other
considerations from maintaining a current prospectus. Any
warrant holder who does not exercise prior to the redemption
date, as set forth in our notice of redemption, will forfeit the
right to purchase the common stock underlying the warrants, and
after the redemption date or upon conclusion of the exercise
period, any outstanding warrants will become void and be of no
further force or effect, unless extended by our Board of
Directors.
The number of shares of common stock that may be purchased
with the warrants is subject to adjustment upon the occurrence of
certain events, including a dividend distribution to our
shareholders or a subdivision, combination or reclassification or
our outstanding shares of common stock. The warrants do not
confer upon holders any voting or any other rights as our
shareholders.
We may at any time, and from time to time, extend the
exercise period of the warrants, provided that written notice of
such extension is given to the warrant holders prior to the
expiration date then in effect. Also, we may reduce the exercise
price of the warrants for limited periods or through the end of
the exercise period if deemed appropriate by the Board of
Directors. Any extension of the term and/or reduction of the
17
exercise price of the warrants will be subject to compliance with
Rule 13e-4 under the Exchange Act including the filing of a
Schedule 14E-4. Notice of any extension of the exercise period
and/or reduction of the exercise price will be given to the
warrant holders. We do not presently contemplate any extension
of the exercise period or any reduction in the exercise price of
the warrants. The warrants are also subject to price adjustment
upon the occurrence of certain events including subdivisions or
combinations of our common stock.
Market Information
Our common stock was approved for listing on the American
Stock Exchange under the symbol: ATC effective June 19, 2003.
Prior to June 19, 2003, our common stock was approved for
quotation on the National Association of Securities Dealers OTC
Bulletin Board under the symbol: CYCY. The table below sets
forth the reported high and low bid prices for the periods
indicated. The bid prices shown during the period our stock was
on the OTC Bulletin Board, gathered from www.otcbb.com, reflect
quotations between dealers, without adjustment for markups,
markdowns or commissions, and may not represent actual
transactions in the Company's securities.
High Low
-------- -------
FY 2005
- --------
Second Quarter $5.75 $4.72
First Quarter $6.49 $4.60
FY 2004
- --------
Fourth Quarter $5.41 $4.26
Third Quarter $5.88 $4.97
Second Quarter $5.74 $4.25
First Quarter $4.90 $4.39
FY 2003
- --------
Fourth Quarter $5.00 $4.50
Third Quarter $5.00 $3.30
Second Quarter $3.72 $3.05
First Quarter $4.14 $2.12
As of May 10, 2005, there were approximately 814 holders of
record of Common Stock inclusive of those brokerage firms and/or
clearing-houses holding the Company's Common Stock in street name
for their clientele (with each such brokerage house and/or
clearing house being considered as one holder).
The Company has never paid a dividend on its common stock.
It is the Company's present policy to retain all earnings to
provide funds for the future growth of the Company.
18
Recent Sales Of Unregistered Securities
- ---------------------------------------
The following information is furnished with regard to all
securities sold by Cycle Country Accessories Corp. within the past
three years that were not registered under the Securities Act. The
issuances described hereunder were made in reliance upon the
exemptions from registration set forth in Section 4(2) of the
Securities Act relating to sales by an issuer not involving any
public offering. None of the foregoing transactions involved a
distribution or public offering.
Date Name # of Shares Total Price
- -----------------------------------------------------------------------------
June 11, 2003 Laurus Master Fund, Ltd. 2,000,000 preferred $2,000,000
June 26, 2002 Go Company, LLC 155,000 common $450,000*
*The shares were issued in lieu of cash for repayment of
$450,000 advanced from Go Company in connection with the
Company's acquisition of Perf-Form Products, Inc.
Issuer Purchases Of Equity Securities
The Company did not repurchase any shares during the fiscal
year ended September 30, 2004.
19
PLAN OF DISTRIBUTION
--------------------
We will not receive any of the proceeds of the sale
of the shares of common stock offered by the selling shareholders
under this prospectus.
The selling shareholders may sell their shares of common
stock from time to time to purchasers:
- - directly; or
- - through underwriters, broker-dealers or agents who may
receive compensation in the form of discounts, concessions
or commissions from the selling shareholders or the
purchasers of the common stock.
The selling shareholders and any such broker-dealers or
agents who participate in the distribution of the common stock
may be deemed to be "underwriters." As a result, any profits on
the sale of the common stock by the selling shareholders and any
discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. If the
selling shareholders were deemed to be an underwriter, the
selling shareholders may be subject to certain statutory
liabilities of, including, but not limited to, Sections 11, 12
and 17 of the Securities Act and Rule 10b-5 under the Exchange
Act. If the common stock is sold through underwriters or broker-
dealers, the selling shareholders will be responsible for
underwriting discounts or commissions or agent's commissions.
The common stock may be sold by the selling shareholders
in one or more transactions at:
- - fixed prices;
- - prevailing market prices at the time of sale;
- - varying prices determined at the time of sale; or
- - negotiated prices.
These sales may be effected in transactions:
- - on any national securities exchange or quotation service
on which the common stock may be listed or quoted at the
time of the sale, including the Nasdaq National Market;
- - in the over-the-counter market; or
- - otherwise than on such exchanges or services or in the
over-the-counter market.
These transactions may include block transactions or
crosses. Crosses are transactions in which the same broker acts
as an agent on both sides of the trade.
20
To our knowledge, there are currently no plans,
arrangements or understandings between the selling shareholders
and any underwriter, broker-dealer or agent regarding the sale of
the common stock by the selling shareholder. The selling
shareholders might not sell any or all of the common stock
offered pursuant to this prospectus. The selling shareholders
might instead transfer, devise or gift the common stock by other
means not described in this prospectus. In addition, any shares
of common stock covered by this prospectus that qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
The selling shareholders and any other person
participating in such distribution will be subject to the
Exchange Act. The Exchange Act rules include, without limitation,
Regulation M, which may limit the timing of purchases and sales
of any of the common stock by the selling shareholders and any
other such person. In addition, Regulation M under the Exchange
Act may restrict the ability of any person engaged in the
distribution of the common stock to engage in market-making
activities with respect to the underlying common stock being
distributed for a period of up to five business days prior to the
commencement of such distribution. This may affect the
marketability of the common stock and the ability of any person
or entity to engage in market-making activities with respect to
the common stock.
We agreed with the selling shareholders to keep the
registration statement of which this prospectus constitutes a
part effective until the earlier of:
- - Such time as the selling shareholders may sell all of the
shares held by them without registration pursuant to
Rule 144 under the Securities Act within a three-month
period; or
- - Such time as all of the shares have been sold by the
selling shareholders.
We have agreed to pay substantially all of the expenses
incidental to the registration, offering and sale of the common
stock to the public other than commissions, fees and discounts of
underwriters, brokers, dealers and agents.
21
LEGAL MATTERS
-------------
The Law Office of James G. Dodrill II, P.A. of Boca Raton,
Florida will give an opinion for us regarding the validity of the
common stock offered in this prospectus.
EXPERTS
-------
The consolidated financial statements as of September 30,
2004 and for the year ended September 30, 2004 incorporated in
this prospectus by reference to the Annual Report on Form 10-KSB
for the year ended September 30, 2004 have been so incorporated
in reliance on the report of Henjes, Conner, Williams & Grimsley
LLP, independent registered certified public accounting firm,
given on the authority of said firm as experts in auditing and
accounting. The consolidated financial statements as of
September 30, 2003 and for the year ended September 30, 2003
incorporated in this prospectus by reference to the Annual Report
on Form 10-KSB for the year ended September 30, 2004 have been so
incorporated in reliance on the report of Tedder, James, Worden
and Associates P.A., independent registered certified public
accounting firm, given on the authority of said firm as experts
in auditing and accounting.
INDEMNIFICATION
---------------
Article 11 of our Articles of Incorporation includes certain
provisions permitted by the Nevada Revised Statutes, which
provides for indemnification of directors and officers against
certain liabilities. Pursuant to our Articles of Incorporation,
our officers and directors are indemnified, to the fullest extent
available under Nevada Law, against expenses actually and
reasonably incurred in connection with threatened, pending or
completed proceedings, whether civil, criminal or administrative,
to which an officer or director is, was or is threatened to be
made a party by reason of the fact that he or she is or was one
of our officers, directors, employees or agents. We may advance
expenses in connection with defending any such proceeding,
provided the indemnity undertakes to repay any such amounts if it
is later determined that he or she was not entitled to be
indemnified by us.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions or
otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable.
22
No dealer, salesman or other
person is authorized to give any
information or to make any
representations not contained in
this prospectus in connection with
the offer made hereby, and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
Cycle Country. This prospectus
does not constitute an offer to
sell or a solicitation to an offer
to buy the securities offered
hereby to any person in any state
or other jurisdiction in which such
offer or solicitation would be
unlawful. Neither the delivery of
this prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date
hereof.
Until _________ __, 2005 (90 days
after the date of this prospectus)
all dealers that effect
transactions in these securities,
whether or not participating in
this offering, may be required to
deliver a prospectus. This is in
addition to the dealer's obligation
to deliver a prospectus when acting
as underwriters and with respect to
their unsold allotments or
subscriptions.
TABLE OF CONTENTS
Page
About This Prospectus 3
Where You Can Find More
Information 3
Incorporation by Reference 3
Prospectus Summary 6
The Offering 8
Risk Factors 9
Use of Proceeds 13
Determination of Offering Price 13
Selling Shareholders 14
Description of Securities 16
Plan of Distribution 20
Legal Matters 22
Experts 22
Indemnification 22
June 14, 2005
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We estimate that expenses in connection with this
registration statement will be as follows:
SEC registration fee $1,014
Legal fees and expenses $10,000
Accounting fees and expenses $7,500
Miscellaneous* $1,986
---------
Total $20,500
*estimate
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 11 of our Articles of Incorporation includes
certain provisions permitted by the Nevada Revised Statutes,
which provides for indemnification of directors and officers
against certain liabilities. Pursuant to our Articles of
Incorporation, our officers and directors are indemnified, to the
fullest extent available under Nevada Law, against expenses
actually and reasonably incurred in connection with threatened,
pending or completed proceedings, whether civil, criminal or
administrative, to which an officer or director is, was or is
threatened to be made a party by reason of the fact that he or
she is or was one of our officers, directors, employees or
agents. We may advance expenses in connection with defending any
such proceeding, provided the indemnitee undertakes to repay any
such amounts if it is later determined that he or she was not
entitled to be indemnified by us.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions or
otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable.
ITEM 16. EXHIBITS
Exhibit Number Description
3.1 Articles of Incorporation of Cycle Country
Accessories Corp.*
3.2 Bylaws of Cycle Country Accessories Corp.*
4.1 Specimen certificate of the Common Stock of
Cycle Country Accessories Corp.*
4.2 Specimen certificate of the Warrants of
Cycle Country Accessories Corp.*
5.1 Opinion of Law Office of James G. Dodrill
II, P.A. as to legality of securities being
registered
10.1 Stock Purchase Redemption Agreement entered
into on August 21, 2001 by and between
Cycle Country Accessories Corporation (an
Iowa Corporation), the holders and record
owners of all of the outstanding shares of
Cycle Country Accessories Corporation (an
Iowa Corporation) and Cycle Country
Accessories Corp. (a Nevada Corporation)
and parent of Cycle Country Accessories
Corporation (an Iowa Corporation).*
10.2 Secured Credit Agreement by and between
Cycle Country Accessories Corp. (a Nevada
Corporation) and Cycle Country Accessories
Corporation (an Iowa Corporation) as
Borrowers and Bank Midwest, Minnesota Iowa,
N.A. as Lender dated as of August 21,
2001.*
10.3 Employment Agreement with Ronald Hickman.*
10.4 Employment Agreement with Jim Danbom.*
10.5 Lease of Business Property entered into
November 21, 1985 between Double J Building
and Cycle Country Accessories Corporation
(an Iowa corporation). *
10.6 Lease of Business Property entered into
August 1, 1994 between Double J Building
and Okoboji Industries.*
10.7 Cycle Country Accessories Corp. Pension and
Profit Sharing Plan.*
10.8 Promissory Note dated July 24, 2000 with
Landmark Leasing. *
10.9 Promissory Note dated May 30, 1996 with
Okoboji Industries.*
10.10 Promissory Note dated August 7, 1995 with
Okoboji Industries.*
10.11 Securities Purchase Agreement entered
into by and among Cycle Country
Accessories Corp., Cycle Country Accessories
Corp. Subsidiary and Laurus Master Fund,
Ltd. as of June 11, 2003. #
10.12 Registration Rights Agreement entered into
by and among Cycle Country Accessories Corp
and Laurus Master Fund, Ltd. as of June 11, 2003. #
10.13 Warrant issued to Laurus Master Fund, Ltd. on
June 9, 2003 #
10.14 Agreement and Plan of Merger by and among
Cycle Country Accessories Corp., a Nevada
corporation, its wholly owned subsidiary
Cycle Country Accessories Corporation, an
Iowa corporation, Simonsen Iron Works, Inc.,
an Iowa corporation, and Simonsen's
stockholders.
10.15 Registration Rights Agreement.
23.1 Consent of Henjes, Conner, Williams &
Grimsley LLP. regarding Cycle Country
Accessories Corp. (a Nevada corporation)
23.2 Consent of Tedder, James, Worden &
Associates, P.A. regarding Cycle Country
Accessories Corp. (a Nevada corporation)
23.3 Consent of James G. Dodrill II (included in
Exhibit 5.1)
* previously filed in connection with the company's registration
statement on Form SB-2 (and amendments thereto) filed August 29,
2001 (file number 333-68570).
# previously filed in connection with the company's registration
statement on Form SB-2 filed May 21, 2004 (file number 333-
114713)
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and as expressed in
the Act and is, therefore, unenforceable.
The Company hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
i. Include any prospectus required by Section
10(a)(3) of the Securities Act;
ii. 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 percent changes in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
iii. 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.
(2) That for the purpose of determining any liability
under the Securities Act, each post-effective amendment
shall be deemed to be as a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time to be deemed 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 purposes of determining any liability under
the Securities Act of 1933, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in the 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.
(5) That, insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may
be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, 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 registrant
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 registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933,
as amended, and will be governed by the final adjudication
of such issue.
Signatures
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable ground to
believe that it meets all of the requirements for filing on Form
S-3 and authorized this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Milford state of Iowa, on June 14, 2005.
CYCLE COUNTRY ACCESSORIES CORP.
By: /s/ Ron Hickman
-----------------------
Ron Hickman
Principal Executive Officer,
President and Director
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities indicated on June 14, 2005.
By: /s/ Ron Hickman Principal Executive Officer, President and
------------------------
Ron Hickman Director
By: /s/ David Davis Principal Financial Officer and
------------------------
David Davis Principal Accounting Officer
By: /s/ Jim Danbom Director
------------------------
Jim Danbom
By: /s/ L.G. Hancher Jr. Director
------------------------
L.G. Hancher Jr.
By: /s/ F. L. Miller Director
-------------------------
F. L. Miller
By: /s/ Rod Simonson Director
-------------------------
Rod Simonson
ii
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