AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2004
REGISTRATION NO. 333-_____
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STREICHER MOBILE FUELING, INC.
(Exact Name of Registrant as Specified in its Charter)
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FLORIDA 5172 65-0707824
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
--------------
800 WEST CYPRESS CREEK ROAD, SUITE 580
FORT LAUDERDALE, FLORIDA 33309
(954) 308-4200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
--------------
RICHARD E. GATHRIGHT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STREICHER MOBILE FUELING, INC.
800 WEST CYPRESS CREEK ROAD, SUITE 580
FORT LAUDERDALE, FLORIDA 33309
(954) 308-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Copies of Communications to:
S. LEE TERRY, JR., ESQ.
DAVIS GRAHAM & STUBBS LLP
1550 17TH STREET, SUITE 500
DENVER, COLORADO 80202
PHONE: (303) 892-7484
FAX: (305) 892-7400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time 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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Shares Amount Aggregate Price Aggregate Registration
to be Registered to be Registered Per Unit (1) Offering Price (1) Fee
----------------------------------------------------------------------------------------------------
Common Stock, $.01 4,177,192 shares (2) $ 1.82 $ 7,602,489.44 $ 963.24
par value per share
====================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee, based on the
average of the high and low prices for the Registrant's common stock as reported on the Nasdaq
SmallCap Market on March 11, 2004 in accordance with Rule 457(c) under the Securities Act of 1933.
(2) The shares of common stock set forth in the Calculation of Registration Fee Table, and which may
be offered pursuant to this Registration Statement, includes, pursuant to Rule 416 of the
Securities Act of 1933, as amended, such additional number of shares of the Registrant's common
stock that may become issuable as a result of any stock splits, stock dividends or similar event.
---------------
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
STREICHER MOBILE FUELING, INC.
4,177,192 SHARES
COMMON STOCK
2,090,675 WARRANTS
-------------------------
The prospectus relates to 4,177,192 shares and 2,090,675 warrants that may
be sold from time to time by the selling shareholders named in this prospectus.
The shares offered include 666,666 shares issued in a private placement of our
common stock in June 2001, 1,357,136 shares issued upon the conversion of
promissory notes in January 2001 and January 2002, 62,715 shares issued in lieu
of cash payment of interest on promissory notes, and 2,090,675 shares underlying
warrants issued in private placements of promissory notes and warrants in May
and August 2003. The 82,425 three year warrants issued in May 2003 entitle the
holder to purchase an equal number of our shares of common stock at an exercise
price of $0.86 per share and the 2,008,250 five year warrants issued in August
2003 entitle the holder to purchase an equal number of our shares of common
stock at an exercise price of $1.00 per share.
The offering is not being underwritten. The offering price of our common
stock that may be sold by selling shareholders may be the market price for our
common stock prevailing at the time of sale on the Nasdaq SmallCap Market, a
price related to the prevailing market price, a negotiated price or such other
prices as the selling shareholders determine from time to time. The warrants do
not have an established trading market and will not be listed on any securities
exchange. The offering price of the warrants that may be sold by the selling
shareholders may be the market price, if a market develops, a negotiated price
or such other prices as the selling shareholders determine form time to time.
We could receive up to $2,079,135 if the warrants are exercised by the
selling shareholders. We will not receive any of the proceeds from the sales of
our common stock or the warrants by the selling shareholders.
Our common stock is quoted on the Nasdaq SmallCap Market under the symbol
"FUEL." On March 16, 2004, the closing price of our common stock was $1.75 per
share.
-------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DESCRIPTION OF CERTAIN
MATTERS WHICH YOU SHOULD CONSIDER BEFORE INVESTING 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.
The date of this Prospectus is ___________, 2004.
The information in this prospectus is not complete and may change. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is 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.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, the selling shareholders shown in this prospectus may
sell up to an aggregate of 4,177,192 shares of our common stock. This prospectus
provides you with a general description of our common stock which the selling
shareholders may offer. When the selling shareholders sell our common stock, we
may provide, if necessary, a prospectus supplement which will contain specific
terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements about our
future which are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as
forward-looking and provide meaningful cautionary statements identifying
important factors which could cause actual results to differ from the projected
results. All statements other than statements of historical fact we make in this
prospectus or any other document incorporated by reference are forward-looking.
In some cases, you can identify these forward-looking statements by terminology
such as "believes," "expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates" or the
negative of those words or other comparable terminology. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined under the caption "Risk Factors" in this prospectus. You should
pay particular attention to the cautionary statements involving our history of
losses, our capital requirements, our expansion and acquisition strategies,
competition and government regulation. These factors and the others set forth
under "Risk Factors" may cause our actual results to differ materially and
adversely from any forward-looking statement.
-------------------------
TABLE OF CONTENTS
Page
----
About This Prospectus........................................................2
Special Note Regarding Forward-Looking Statements............................2
Prospectus Summary...........................................................3
Risk Factors.................................................................4
Use of Proceeds..............................................................6
Selling Shareholders.........................................................6
Plan of Distribution........................................................12
Legal Matters...............................................................13
Experts.....................................................................13
Where You Can Find More Information.........................................13
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2
PROSPECTUS SUMMARY
Because this is a summary, it may not contain all information which may be
important to you. You should read this entire prospectus, including the
information incorporated by reference, before you decide whether to buy our
common stock. You should pay special attention to the risks of investing in our
common stock as discussed under "Risk Factors."
STREICHER MOBILE FUELING, INC.
We provide mobile fueling and fuel management out-sourced services to
businesses that operate fleets of vehicles and equipment of various sizes,
including governmental agencies, utilities, trucking companies, bus lines,
hauling and delivery services, courier services, construction companies and
others. Our specialized trust fleet delivers fuel to customers' locations on a
regularly scheduled or as needed basis, refueling vehicles and equipment and/or
resupplying fixed-site storage facilities. Our patented proprietary electronic
fuel tracking control system is used to measure, record and track fuel dispensed
to each vehicle and tank fueled at a customer location, allowing verification of
the amount and type of fuel delivered and providing customers with customized
fleet fuel data for management analysis and tax reporting.
We believe that our mobile fueling services provide numerous advantages to
our customers, including:
o lower labor and administrative costs associated with fueling vehicles
o centralized control over fuel inventories and usage
o tax reporting benefits
o elimination of costs and the risk of environmental liabilities associated
with on-site fuel storage and dispensing facilities
o lower risk of employee theft of fuel
o emergency fuel availability and
o the elimination of security risks associated with off-site fueling by
employees
We presently operate over 100 custom mobile fueling trucks from 13 service
locations in California, Florida, Georgia, North Carolina, Tennessee and Texas
and are seeking to increase market penetration in our existing service areas and
to develop operations in new markets.
We are a Florida corporation. Our principal executive office is located at
800 West Cypress Creek Road, Suite 580, Ft. Lauderdale, Florida 33309, and our
phone number is (954) 308-4200.
THE OFFERING
Securities Offered by the
Selling Shareholders........ 4,177,192 shares of common stock.
Use of Proceeds............... We will receive up to $2,079,135 upon the
exercise of the warrants by the selling
shareholders. We will not receive any of
the proceeds from the sale of the common
stock or warrants by the selling
shareholders.
Trading....................... Our common stock is quoted on the Nasdaq
SmallCap Market under the symbol "FUEL."
3
RISK FACTORS
You should carefully read and consider the following factors and other
information included or incorporated by reference in this prospectus before
investing in our common stock.
NO ASSURANCES OF FUTURE PROFITABILITY; LOSSES FROM OPERATIONS; NEED FOR
CAPITAL. We incurred net losses for the fiscal years ended June 30, 2003 and
2002 as well as the transition period ended June 30, 2001. We earned a profit in
the fiscal year ended January 31, 2000, the fourth quarter ended June 30, 2002
and the first quarter ended September 30, 2002. In order for us to earn profits
in the future, we need to increase volumes at profitable margins, control costs
and generate sufficient cash flow to support our working capital and debt
service requirements. There is no assurance that management will be able to
accomplish our business plan, or that we will be able to continue to raise
capital to support a working capital or debt service shortfall during any
business downturns.
TRADING MARKET FOR THE COMPANY'S COMMON STOCK. Our common stock is thinly
traded which could make it difficult for shareholders to sell shares at a
predictable price or at all. In addition, there may be volatility in the market
price of our common stock due to factors beyond our control. Our quarterly
operating results, changes in general conditions in the economy, the financial
markets or other developments affecting us could cause the market price of our
common stock to fluctuate, making it difficult for shareholders to sell shares
at predictable prices or times.
GROWTH DEPENDENT UPON EXPANSION; RISKS ASSOCIATED WITH EXPANSION INTO NEW
MARKETS. A significant component of our future growth strategy will be to expand
our business into new service locations. We intend to expand into additional
major and secondary metropolitan areas. Expansion will largely be dependent on
our ability to demonstrate the benefits of mobile fueling to potential new
customers; successfully establish and operate new locations; hire, train and
retain qualified management, operating, marketing and sales personnel; finance
capital expenditures and working capital requirements; secure reliable sources
of product supply on a timely basis and on commercially acceptable credit terms;
and successfully manage growth by effectively supervising operations,
controlling costs and maintaining appropriate quality controls. Our growth will
depend upon our ability to achieve greater penetration in existing markets and
to successfully penetrate new markets. We may also seek to expand through the
acquisition of existing companies or their customer bases. During the fiscal
year ended June 30, 2003, we commenced operations in the Greensboro, North
Carolina market. However, there can be no assurance that we will be able to
further expand our operations.
ACQUISITION AVAILABILITY; INTEGRATING ACQUISITIONS. Our future growth
strategy may involve the acquisition of mobile fueling companies, wholesale fuel
or petroleum lubricant distributors or other related entities and businesses in
existing and new markets. There can be no assurance that we will be able to
locate or make suitable acquisitions on acceptable terms or that future
acquisitions will be effectively and profitably integrated into our existing
business. Acquisitions involve risks that could adversely affect our operating
results, including management commitment; integration of the operations and
personnel of the acquired operations; write downs of acquired intangible assets;
and possible loss of key employees of the acquired operations.
DEPENDENCE ON KEY PERSONNEL. Our future success will be largely dependent
on the continued services and efforts of Richard E. Gathright, our President and
Chief Executive Officer, and other key personnel. The loss of the services of
Mr. Gathright or other key personnel could have a material adverse effect on our
business and prospects. Our success and plans for future growth will also depend
on our ability to attract and retain additional qualified management, operating,
marketing, sales and financial personnel. There can be no assurance that we will
be able to hire or retain such personnel on terms satisfactory to us. We have
entered into an employment agreement with Mr. Gathright which expires
October 31, 2004. We have also entered into written employment agreements with
certain other of our officers.
FUEL PRICING; EFFECT ON PROFITABILITY. Diesel fuel and gasoline are
commodities which are refined and distributed by numerous sources. We purchase
the fuel delivered to our customers from multiple suppliers at daily market
prices and in some cases qualifies for volume discounts. We monitor fuel prices
and trends in each of our service markets on a daily basis and seeks to purchase
our supply at the lowest prices and under the most favorable terms. Commodity
price risk is mitigated since we purchase and deliver our fuel supply daily and
utilizes cost-plus
4
pricing to our customers. If we cannot pass on the cost-plus pricing to our
customers, margins would decrease and a loss could be incurred. We have not
engaged in derivatives or futures trading to hedge fuel price movements.
RISKS ASSOCIATED WITH CUSTOMER CONCENTRATION; ABSENCE OF WRITTEN
AGREEMENTS. Although we provide services to an extensive number of customers, a
significant portion of our revenue is generated from a few of our larger
customers. While we have formal, length of service written contracts with some
of these larger customers, such agreements are not customary in the mobile
fueling business and have not been entered into by us with the majority of our
customers. As a result, most of our customers can terminate our mobile fueling
services at any time and for any reason, and we can similarly discontinue
service to any customer. We may discontinue service to a customer if changes in
the service conditions or other factors cause us not to meet our minimum level
of margins and rates, and the pricing or delivery arrangements cannot be
re-negotiated. As a result of this customer concentration and absence of written
agreements, our business, results of operations and financial condition could be
materially adversely affected if one or more of our large customers were lost or
if we were to experience a high rate of contract terminations.
MANAGEMENT OF GROWTH. Our future growth strategy is dependent on effective
operational, financial and other internal systems, and the ability to attract,
train, motivate, manage and retain our employees. If we are unable to manage
growth effectively, our results of operations will be adversely affected.
COMPETITION. We compete with other mobile fueling service providers,
including several regional companies and numerous small, independent operators
who provide these services. We also compete with retail marketing where fleet
operators have the option of fueling their own equipment at retail stations and
other third-party service locations. Our ability to compete is dependent on
numerous factors, including price, delivery dependability, credit terms, service
locations, and reporting and invoicing services. There can be no assurance that
we will be able to continue to compete successfully as a result of these or
other factors.
OPERATING RISKS MAY NOT BE COVERED BY INSURANCE. Our operations are
subject to all of the operating hazards and risks normally incidental to
handling, storing and transporting diesel fuel and gasoline, which are
classified as hazardous materials. We maintain insurance policies in such
amounts and with such coverages and deductibles as we believe are reasonable and
prudent. However, there can be no assurance that such insurance will be adequate
to protect us from liabilities and expenses that may arise from claims for
personal and property damage arising in the ordinary course of business or that
such levels of insurance will be maintained by us or will be available at
economical prices.
GOVERNMENTAL REGULATION. Our operations are affected by numerous federal,
state and local laws, regulations and ordinances, including those relating to
protection of the environment and worker safety. Various federal, state and
local agencies have broad powers under these laws, regulations and ordinances.
In particular, the operation of our mobile fueling fleet and our transportation
of diesel fuel and gasoline are subject to extensive regulation by the U.S.
Department of Transportation ("DOT") under the Federal Motor Carrier Safety Act
("FMCSA") and the Hazardous Materials Transportation Act ("HMTA"). We are
subject to regulatory and legislative changes that can affect the economics of
the industry by requiring changes in operating practices or influencing the
demand for, and the cost of providing, our services. In addition, we depend on
the supply of diesel fuel and gasoline from the oil and gas industry and,
therefore, are affected by changing taxes, price controls and other laws and
regulations generally relating to the oil and gas industry. We cannot determine
the extent to which our future operations and earnings may be affected by new
legislation, new regulations or changes in existing regulations.
The technical requirements of these laws and regulations are becoming
increasingly expensive, complex and stringent. These laws may impose penalties
or sanctions for damages to natural resources or threats to public health and
safety. Such laws and regulations may also expose us to liability for the
conduct of or conditions caused by others, or for our acts that were in
compliance with all applicable laws at the time such acts were performed.
Sanctions for noncompliance may include revocation of permits, corrective action
orders, administrative or civil penalties and criminal prosecution. Certain
environmental laws provide for joint and several liability for remediation of
spills and releases of hazardous substances. In addition, we may be subject to
claims alleging personal injury or property damage as a result of alleged
exposure to hazardous substances, as well as damage to natural resources.
5
Although we believe that we are in substantial compliance with existing
laws and regulations, there can be no assurance that substantial costs for
compliance will not be incurred in the future. There could be an adverse affect
upon our operations if there were any substantial violations of these rules and
regulations. Moreover, it is possible that other developments, such as stricter
environmental laws, regulations and enforcement policies thereunder, could
result in additional, presently unquantifiable, costs or liabilities to us.
CHANGES IN ENVIRONMENTAL REQUIREMENTS. We expect to derive future business
by converting to mobile fueling fleet operators currently utilizing underground
fuel storage tanks for their fueling needs. The owners of underground storage
tanks have been required to remove or retrofit those tanks to comply with
technical regulatory requirements pertaining to their construction and
operation. If other more economical means of compliance are developed or adopted
by owners of underground storage tanks, the opportunity for us to market our
services to such owners may be adversely affected.
USE OF PROCEEDS
We will receive up to $2,079,135 upon the exercise of the warrants by the
selling shareholders. We will not receive any of the proceeds from the sales of
our common stock or the warrants by the selling shareholders. Expenses expected
to be incurred in connection with this offering are estimated to be
approximately $36,000.
SELLING SHAREHOLDERS
Of the 4,177,192 shares of our common stock registered by this prospectus:
o 666,666 were issued to certain selling shareholders in a private placement
of our common stock in June 2001;
o 1,357,136 were issued to certain selling shareholders upon the conversion
of promissory notes into our common stock on January 31, 2001 and
January 15, 2002;
o 2,090,675 are issuable to certain selling shareholders upon the exercise
of warrants issued in private placements in May and August 2003; and
o 62,715 were issued in lieu of cash interest payments under certain
promissory notes.
The following table sets forth certain information with respect to (1)
in column one, the amount of shares of our common stock currently held by the
selling shareholders; (2) in column two the number of shares of our common stock
that would be beneficially owned by the selling shareholder assuming exercise of
the warrants; (3) in column three, the percentage of ownership based on our
7,248,460 shares outstanding on March 16, 2004 by each selling shareholder,
which assumes exercise of the warrants, all of which are currently exercisable;
(4) in column four, the number of shares registered under this prospectus;
(5)in column five, the number of shares beneficially owned after the offering,
assuming the sale of all the shares registered, including shares issuable upon
exercise of the warrants; and (6) in column six, the percentage of beneficial
ownership based on our 9,339,135 shares outstanding on March 16, 2004 assuming
sale of all the shares registered by the selling shareholders.
To the best of our knowledge, none of the selling shareholders has any
position, office or other material relationship with us or any of our affiliates
within the past three years except as described below:
o Messrs. O'Connor and Picow are directors and shareholders of Fundamental
Management Corporation. Fundamental manages two private funds, Active
Investors II, Ltd. and Active Investors III, Ltd., who are investors in
our securities. Each of Messrs. O'Connor and Picow disclaim any beneficial
ownership in the shares held by those funds.
o Messrs. O'Connor, Picow, Ryberg, Beard and Gathright are five of our
directors.
o Messrs. Gathright, Vinger, Williams and Shore are our executive
officers.
6
Except as set forth above, none of the selling shareholders has had
positions, offices or other material relationships with us within the past three
years. The selling shareholders are participating in this offering under
registration rights presently granted to them. We have agreed to file and
maintain the effectiveness of the registration statement of which this
prospectus forms a part and to pay all fees and expenses incident to the
registration of this offering, including all registration and filing fees, all
fees and expenses of complying with state blue sky or securities laws, all costs
of preparation of the registration statement and fees and disbursements of our
counsel and independent public accountants.
Ownership of Shares Ownership After
Name and Address of Beneficial Owner Before the Offering the Offering
-------------------------------------- ------------------------------------------- ---------- -------------------------
Shares
Issuable Upon Number of
Currently Conversion of Shares
Held Shares Warrants Percentage Registered Shares Percentage
------------- ------------- ---------- ---------- --------- ----------
C. RODNEY O'CONNOR 1,130,558 (1) 0 15.54 644,639 485,919 5.19
c/o Cameron Associates
1370 Avenue of the Americas, Suite 902
New York, NY 10019-4602
ROBIN ARKIN 166,324 (2) 0 2.29 5,979 160,345 1.72
c/o Cameron Associates
1370 Avenue of the Americas, Suite 902
New York, NY 10019-4602
PAMELA F. O'CONNOR 181,524 (2) 0 2.5 5,979 175,545 1.88
c/o Cameron Associates
1370 Avenue of the Americas, Suite 902
New York, NY 10019-4602
ACTIVE INVESTORS II 1,083,526 0 14.95 376,096 707,430 7.57
c/o Damaire Cano
Secretary/Treasurer of
Corporate General Partner
Fundamental Management Corp.
8567 Coral Way #138
Miami, FL 33155-2335
ACTIVE INVESTORS III 1,094,588 0 15.10 387,158 707,430 7.57
c/o Damaire Cano
Secretary/Treasurer of
Corporate General Partner
Fundamental Management Corp.
8567 Coral Way #138
Miami, FL 33155-2335
ROBERT S. PICOW 223,726 (3) 7,000 3.07 197,476 26,250 *
7534 Isla Verde Way
Delray Beach, FL 33446
GM JOHNSTON FAMILY LIMITED PARTNERSHIP 514,000 (4) 14,000 7.08 490,190 23,810 *
940 Apple Blossom Lane
Springdale, AR 72762
AVENUE ASSET PARTNERS 68,000 28,000 (13) * 28,000 40,000 *
c/o George K. Parry
1150 .80Fifth Avenue
New York, NY 10128
LEBOW FAMILY REVOCABLE TRUST 82,000 7,000 (13) 1.13 7,000 75,000 *
808 San Ysidro Lane
Santa Barbara, CA 93108
W. GREG RYBERG 99,750 (5) 3,500 1.37 3,500 96,250 1.03
413 Whiskey Rd.
Aiken, SC 29801
WENDELL R. BEARD
6903 S.W. 79th Place 30,250 (6) 3,500 * 3,500 26,750 *
Miami, FL 33157
7
Ownership of Shares Ownership After
Name and Address of Beneficial Owner Before the Offering the Offering
-------------------------------------- ------------------------------------------- ---------- -------------------------
Shares
Issuable Upon Number of
Currently Conversion of Shares
Held Shares Warrants Percentage Registered Shares Percentage
------------- ------------- ---------- ---------- --------- ----------
LARRY S. MULKEY 26,625 (7) 3,500 * 3,500 23,125 *
P.O. Box 559
Placida, FL 33946
RICHARD E. GATHRIGHT 520,175 (8) 3,675 6.71 3,675 516,500 5.25
800 West Cypress Creek Road, Suite 580
Fort Lauderdale, FL 33309
PAUL C. VINGER
800 West Cypress Creek Road, Suite 580 54,250 (9) 1,750 * 1,750 52,500 *
Fort Lauderdale, FL 33309
GARY G. WILLIAMS III 52,250 (10) 1,750 * 1,750 50,500 *
800 West Cypress Creek Road, Suite 580
Fort Lauderdale, FL 33309
MICHAEL S. SHORE 49,750 (11) 1,750 * 1,750 48,000 *
800 West Cypress Creek Road, Suite 580
Fort Lauderdale, FL 33309
TRIAGE OFFSHORE FUND, LTD. 430,000 (12) 430,000 5.6 430,000 0 0
c/o Leon Frenkel, Sr. Manager
401 City Avenue, Suite 526
Bala Cynwyd, PA 19004
TRIAGE CAPITAL MANAGEMENT, L.P. 170,000 (12) 170,000 2.29 170,000 0 0
c/o Leon Frenkel, Sr. Manager
401 City Avenue, Suite 526
Bala Cynwyd, PA 19004
L.B. PARTNERS, L.P. 89,065 7,000 (13) 1.23 7,000 82,065 *
c/o Robert J. Bergman
960 Park Avenue, Apt. 10E
New York, NY 10028
AMIR ECKER 80,455 80,455 (13) 1.1 80,455 0 0
800 Newtown Road,
Villanova, PA 19085
DELAWARE CHARTER GUARANTEE & TRUST 31,250 31,250 (13) * 31,250 0 0
TRUST FBO AMIR L.ECKER IRA
800 Newtown Road
Villanova, PA 19085
THE ECKER FAMILY PARTNERSHIP 45,000 45,000 (13) * 45,000 0 0
800 Newtown Road
Villanova, PA 19085
AMIR L. and MARIA ECKER 18,750 18,750 (13) * 18,750 0 0
As Joint Tenants with
Right of Survivorship
800 Newtown Road
Villanova, PA 19085
R. SCOTT WILLIAMS 15,467 15,467 (13) * 15,467 0 0
4 Timber Knoll Drive
Washington Crossing, PA 18977
JAMES S. ALLSOPP 14,234 14,234 (13) * 14,234 0 0
225 Race Street
Philadelphia, PA 19106
8
Ownership of Shares Ownership After
Name and Address of Beneficial Owner Before the Offering the Offering
-------------------------------------- ------------------------------------------- ---------- -------------------------
Shares
Issuable Upon Number of
Currently Conversion of Shares
Held Shares Warrants Percentage Registered Shares Percentage
------------- ------------- ---------- ---------- --------- ----------
SEAN MCDERMOTT 44,641 44,641 (13) * 44,641 0 0
504 N. Wayne Ave.
Wayne, PA 19087
ROBERT JACOBS 37,123 37,123 (13) * 37,123 0 0
175 Berwind Circle
Radnor, PA 19087
MARK ZIMMER 37,123 37,123 (13) * 37,123 0 0
40 Junction Road
South Berwick, ME 03908
ROBERT A. FISK 52,066 52,066 (13) * 52,066 0 0
104 Dilworthtown Road
Thornton, PA 19373
KEVIN HAMILTON 33,504 33,504 (13) * 33,504 0 0
P.O. Box 111
Wycombe, PA 18980
MICHAEL BEVILACQUA 25,000 25,000 (13) * 25,000 0 0
P.O. Box 1117
1097 Cortland Drive
Lemont, PA 16851
CHAD A. DUBIN 25,000 25,000 (13) * 25,000 0 0
P.O. Box 1118
1085 Cortland Drive
Lemont, PA 16851
CAROLYN WITTENBRAKER 25,000 25,000 (13) * 25,000 0 0
3315 Southwestern
Dallas, TX 75225
RICHARD A. JACOBY 112,500 112,500 (13) 1.53 112,500 0 0
2490 White Horse Road
Berwyn, PA 19312
SCUDDER SMITH FAMILY ASSOCIATION, LLC 25,000 25,000 (13) * 25,000 0 0
c/o Helen W. Smith and
R. Scudder Smith
P.O. Box 5503 Newtown, CT 06470
FRANK CAMPBELL 57,437 (14) 26,137 * 26,137 31,300 *
106 Longview Circle
Media, PA 19063
DELAWARE CHARTER CUST IRA FBO 369,364 (15) 70,000 4.95 70,000 299,364 3.21
FRANK J. CAMPBELL, III
106 Longview Circle
Media, PA 19063
MARTIN H. ORLINER REVOCABLE TRUST 15,950 12,500 (13) * 12,500 3,450 *
c/o Martin H. Orliner, Trustee
3201 Captains Way
Jupiter, FL 33477
PETER RAWLINGS 12,500 12,500 (13) * 12,500 0 0
1610 Old Gulph Rd.
Villanova, PA 19085
9
Ownership of Shares Ownership After
Name and Address of Beneficial Owner Before the Offering the Offering
-------------------------------------- ------------------------------------------- ---------- -------------------------
Shares
Issuable Upon Number of
Currently Conversion of Shares
Held Shares Warrants Percentage Registered Shares Percentage
------------- ------------- ---------- ---------- --------- ----------
GABRIEL ELIAS AND ALMA ELIAS 125,000 125,000 (13) 1.7 125,000 0 0
As Joint Tenants with
Right of Survivorship
509 Spring Avenue
Elkins Park, PA 19027
ANTHONY MCDERMOTT 62,500 62,500 (13) * 62,500 0 0
504 N. Wayne Ave.
Wayne, PA 19087
LES R. BALEDGE 140,000 125,000 (13) 1.9 125,000 15,000 *
668 N. Sequoyah Drive
Fayetteville, AR 72701
BEVERLIE F. WISSNER DECLARATION 12,500 12,500 (13) * 12,500 0 0
OF TRUST
c/o Beverlie F. Wissner, Trustee
3470 Devon Pines
Keswick, VA 22947
DAVID S. ALLSOPP 12,500 12,500 (13) * 12,500 0 0
37 Cadogan Place
London SWIX-9RX
England, UK
JOSEPH KORNFIELD 12,500 12,500 (13) * 12,500 0 0
2740 Lundy Lane
Huntingdon Valley, PA 19006
IRA FBO LEON FRENKEL 75,000 75,000 (13) 1.02 75,000 0 0
Pershing, LLC
As Custodian F/B/O IRA FBO LEONID
FRENKEL, IRA
Attn: Limited Partnership Dept.,
7th Floor, 132741729
One Pershing Plaza
Jersey City, NJ 07399
MARK WITTMAN 12,500 12,500 (13) * 12,500 0 0
20 Beacon Hill Lane
Phoenixville, PA 19460
PATRICIA MCDERMOTT 50,000 50,000 (13) * 50,000 0 0
524 Morris Lane
Berwyn, PA 19312
MERCER CARDIOLOGY ASSOCIATION 25,000 25,000 (13) * 25,000 0 0
PENSION TRUST
c/o Philip Lebovitz and
Alan Stern, Trustees
535 Countess Drive
Yardley, PA 19067
WILLIAM B. SCHINK 12,500 12,500 (13) * 12,500 0 0
386 June Road
Samford, CT 06903
E. STEPHEN and CAROL ELLIS 12,500 12,500 (13) * 12,500 0 0
As Joint Tenants with
Right of Survivorship
7317 Parliament Dr.
Knoxville, TN 37919
10
Ownership of Shares Ownership After
Name and Address of Beneficial Owner Before the Offering the Offering
-------------------------------------- ------------------------------------------- ---------- -------------------------
Shares
Issuable Upon Number of
Currently Conversion of Shares
Held Shares Warrants Percentage Registered Shares Percentage
------------- ------------- ---------- ---------- --------- ----------
Ira and GAIL LISH 12,500 12,500 (13) * 12,500 0 0
As Joint Tenants with
Right of Survivorship
303 Blue Heron Court
New Hope, PA 18938
CAPITAL PROPERTIES LLC 62,500 62,500 (13) * 62,500 0 0
c/o Gus Blass III, General Manager
212 Center St., Suite 800
Little Rock, AR 72201
DENNIS L. ADAMS 15,000 15,000 (13) * 15,000 0 0
120 Kynlyn Road
Radnor, PA 19087
GREGORY G. FRANKENFIELD and 7,500 7,500 (13) * 7,500 0 0
CAROL G. FRANKENFIELD
As Joint Tenants with
Right of Survivorship
1601 Stonington Circle
North Wales, PA 19454
HARRY COGGSHALL 20,000 20,000 (13) * 20,000 0 0
379 Golden Bear Drive, Unit #4
Pawleys Island, SC 29585
KELLY COGGSHALL 10,000 10,000 (13) * 10,000 0 0
10 Haynes Creek Lane
Medford, NJ 08055
Total......................... 7,823,725 2,090,675 4,177,192 3,646,533
========= ========= ========= =========
--------------------
* Less than 1% of the shares outstanding.
(1) Includes 26,250 shares issuable upon the exercise of options that are
presently exercisable. Excludes 347,848 shares owned by Mr. O'Connor's
adult children, as to which shares Mr. O'Connor disclaims any beneficial
ownership interest.
(2) Ms. Arkin and Ms. O'Connor are adult children of Mr. O'Connor. He disclaims
any ownership interest in the shares owned by them.
(3) Includes 33,250 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(4) Includes 14,000 shares issuable upon the exercise of warrants that are
presently exercisable.
(5) Includes 29,750 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(6) Includes 29,750 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(7) Includes 26,625 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(8) Includes 503,675 shares issuable upon the exercise of options and warrants
that are presently exercisable.
(9) Includes 51,750 shares issuable upon the exercise of options and warrants
that are presently exercisable. Excludes 20,000 issuable upon the exercise
of options that are not presently exercisable.
(10) Includes 49,750 shares issuable upon the exercise of options and warrants
that are presently exercisable. Excludes 32,000 issuable upon the exercise
of options that are not presently exercisable.
(11) Consists of 49,750 shares issuable upon the exercise of options and
warrants that are presently exercisable. Excludes 32,000 issuable upon the
exercise of options that are not presently exercisable.
(12) The holdings of Triage Management LLC consist of warrants that are owned
and presently exercisable by Triage Offshore Fund, Ltd. (430,000 warrants)
and Triage Capital Management, L.P.(170,000 warrants), two private funds
that it manages, and by the IRA of Leon Frenkel (75,000 warrants) who is
the manager of the funds.
(13) The shares issuable upon exercise of these warrants are included in the
first column for "Currently Held Shares."
(14) Includes 31,137 shares issuable upon the exercise of warrants that are
presently exercisable.
(15) Includes 210,714 shares issuable upon the exercise of warrants that are
presently exercisable.
11
PLAN OF DISTRIBUTION
GENERAL
As used in this prospectus, the term "selling shareholders" includes the
pledgees, donees, transferees and their successors in interest that receive the
shares as a gift, partnership distribution or other non-sale related transfer.
Transactions. The selling shareholders may offer and sell their shares of
common stock in one or more of the following transactions:
o on the Nasdaq SmallCap Market,
o in the over-the-counter market,
o in privately negotiated transactions,
o for settlement of short sales, or through long sales, options or
transactions involving cross or block trades,
o by pledges to secure debts and other obligations, or
o in a combination of any of these transactions.
Prices. The selling shareholders may sell their shares of common stock at
any of the following prices:
o fixed prices which may be changed,
o market prices prevailing at the time of sale,
o prices related to prevailing market prices, or
o privately negotiated prices.
Direct Sales; Agents, Dealers and Underwriters. The selling shareholders
may effect transactions by selling their shares of common stock in any of the
following ways:
o directly to purchasers, or
o to or through agents, brokers, dealers or underwriters designated from
time to time.
Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom they act as agent or to whom they sell
as principals, or both. The selling shareholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. Because the selling shareholders might be deemed to be
underwriters, the selling shareholders will be subject to the prospectus
delivery requirements of the Securities Act.
Each selling shareholder will be subject to applicable provisions of the
Exchange Act and the associated rules and regulations under the Exchange Act,
including Regulation M, which provisions may limit the timing of purchases and
sales of shares of our common stock by the selling shareholders.
In addition, any shares that qualify for sale pursuant to Rule 144 under
the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
Supplements. To the extent required, we will set forth in a supplement to
this prospectus filed with the SEC the number of shares to be sold, the purchase
price and public offering price, the name or names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offering. In particular, upon being notified by a selling shareholder
that a donee or pledgee intends to sell more than 500 shares, we will file a
supplement to this prospectus.
State Securities Law. Under the securities laws of some states, the
selling shareholders may only sell the shares in those states through registered
or licensed brokers or dealers. In addition, in some states the selling
12
shareholders may not sell the shares unless they have been registered or
qualified for sale in that state or an exemption from registration or
qualification is available and is satisfied.
Expenses; Indemnification. We will receive up to $2,079,135 upon exercise
of the warrants by the selling shareholders but we will not receive any of the
proceeds from the sale of the common stock sold by the selling shareholders. We
will bear all expenses related to the registration of this offering but will not
pay for any underwriting commissions, fees or discounts, if any. We have agreed
to indemnify the selling shareholders against some civil liabilities, including
some liabilities which may arise under the Securities Act.
LEGAL MATTERS
Davis Graham & Stubbs LLP, Denver, Colorado provided us with an opinion as
to legal matters in connection with the common stock offered by this prospectus.
EXPERTS
The consolidated balance sheets of Streicher Mobile Fueling, Inc. and its
subsidiaries as of June 30, 2003 and 2002, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the years
ended June 30, 2003 and 2002, the five-month transition period ended June 30,
2001, and the year ended January 31, 2001 have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any documents we file at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov."
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information we later file with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act until this offering is completed:
o Our Annual Report on Form 10-K for the fiscal year ended June 30, 2003;
o Our Quarterly Reports on Form 10-Q for the quarterly periods ended
September 30, 2003 and December 31, 2003;
o All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act filed since June 30, 2003; and
o The description of our common stock contained in the Registration
Statement on Form 8-A filed on December 5, 1996, under Section 12(g) of
the Exchange Act.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Streicher Mobile Fueling, Inc.
800 West Cypress Creek Road, Suite 580
Fort Lauderdale, Florida 33309
Attention: Secretary
(954) 308-4200
13
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. This prospectus is not an
offer of our common stock in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(1)
The following table sets forth the costs and expenses (subject to future
contingencies) incurred or expected to be incurred by the Registrant in
connection with the offering. The Registrant has agreed to pay all the costs and
expenses of this offering.
Securities and Exchange Commission Registration Fee....... $ 963
Accounting Fees and Expenses.............................. 8,000
Legal Fees and Expenses................................... 25,000
Miscellaneous............................................. 2,037
Total................................................... $ 36,000
------
-------------------
(1) The amounts set forth above are in each case estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
FLORIDA BUSINESS CORPORATION ACT. Section 607.0850 of the Florida Business
Corporation Act (the "FBCA") generally permits the Registrant to indemnify its
directors, officers, employees and other agents who are subject to any
third-party actions because of their service to the Registrant if such persons
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the Registrant. If the proceeding is a
criminal one, such person must also have had no reasonable cause to believe his
conduct was unlawful. In addition, the Registrant may indemnify its directors,
officers, employees or other agents who are subject to derivative actions
against expenses and amounts paid in settlement which do not exceed, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the Registrant. To the extent that a director, officer,
employee or other agent is successful on the merits or otherwise in defense of a
third-party or derivative action, such person will be indemnified against
expenses actually and reasonably incurred in connection therewith. This Section
also permits a corporation further to indemnify such persons by other means
unless a judgment or other final adjudication establishes that such person's
actions or omissions which were material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe it unlawful), (2) a transaction from which
he derived an improper personal benefit, (3) a transaction in violation of
Section 607.0834 of the FBCA (unlawful distributions to shareholders), or
(4) willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Furthermore, Section 607.0831 of the FBCA provides, in general, that no
director shall be personally liable for monetary damages to the Registrant or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, unless: (a) the director breached or failed to
perform his duties as a director; and (b) the director's breach of, or failure
to perform, those duties constitutes (i) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (ii) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Section
607.0834 of the FBCA are applicable, (iv) in a proceeding by or in the right of
the Registrant to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the Registrant, or
willful misconduct, or (v) in a proceeding by or in the right of someone other
than the Registrant or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property. The term
"recklessness," as used above, means the action, or omission to act, in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the directors; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.
II-1
INSURANCE. In addition to the foregoing, the Registrant carries insurance
permitted by the laws of Florida on behalf of directors, officers, employees or
agents which may cover, among other things, liabilities under the Securities Act
of 1933, as amended.
ITEM 16. EXHIBITS
Exhibit Description
------- -----------
4.1 Form of Common Stock Certificate filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form SB-2 (No. 333-11541).
4.2 Form of Stock Purchase Warrant issued to May 2003 investors.
4.3 Form of Stock Purchase Warrant issued to August 2003 investors.
4.4 Stock Purchase Warrant issued to Philadelphia Brokerage
Corporation as placement agent.
5.1 Opinion of Davis Graham & Stubbs LLP
23.1 Consent of KPMG LLP
23.2 Consent of Davis Graham & Stubbs LLP is contained in its opinion
filed as Exhibit 5.1
24.1 Power of Attorney (included in signature page)
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant 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 section 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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered thereby, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
II-2
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 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 and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on March 17, 2004.
STREICHER MOBILE FUELING, INC.
By: /s/ RICHARD E. GATHRIGHT
-----------------------------------------
Richard E. Gathright, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard E. Gathright and Michael S. Shore
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, or any registration
statement relating to this offering to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/RICHARD E. GATHRIGHT President, Chief Executive March 17, 2004
-------------------------- Officer and Director
Richard E. Gathright (principal executive
officer)
/s/MICHAEL S. SHORE Sr. Vice President and Chief March 17, 2004
-------------------------- Financial Officer (principal
Michael S. Shore financial and accounting
officer)
/s/WENDELL R. BEARD Director March 17, 2004
--------------------------
Wendell R. Beard
/s/RICHARD N. HAMLIN Director March 17, 2004
--------------------------
Richard N. Hamlin
/s/LARRY S. MULKEY Director March 17, 2004
--------------------------
Larry S. Mulkey
/s/C. RODNEY O'CONNOR Director March 17, 2004
--------------------------
C. Rodney O'Connor
/s/ROBERT S. PICOW Director March 17, 2004
--------------------------
Robert S. Picow
/s/W. GREG RYBERG Director March 17, 2004
--------------------------
W. Greg Ryberg
II-4
EXHIBIT INDEX
4.2 Form of Stock Purchase Warrant issued to May 2003 investors.
4.3 Form of Stock Purchase Warrant issued to August 2003 investors.
4.4 Stock Purchase Warrant issued to Philadelphia Brokerage
Corporation as placement agent.
5.1 Opinion of Davis Graham & Stubbs LLP
23.1 Consent of KPMG LLP
24.1 Power of Attorney (included in the signature page)