424(b)(3)
Prospectus
Registration
Statement No. 333-136137
PROSPECTUS
STREICHER
MOBILE FUELING, INC.
1,057,283
SHARES OF COMMON STOCK
This
prospectus relates to 1,057,283 shares of common stock, $.01 par value, issuable
upon exercise of common stock purchase warrants, that may be sold from time
to
time by the selling shareholders named in this prospectus. The 1,057,283
warrants were issued in a private placement in June 2006 and entitle the holder
to purchase one share of common stock at an exercise price of $2.54 per share.
This
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 Capital 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.
Streicher
Mobile Fueling, Inc. will not receive any proceeds from the sale of the shares
by any of the selling shareholders. The exercise price of the warrants can
be
paid only by an exchange of the outstanding principal, interest and pre-payment
penalty on promissory notes previously issued by us on August 29, 2003 and
January 25, 2005.
Our
common stock is quoted on the NASDAQ Capital Market under the symbol “FUEL.” On
August 18, 2006, the closing price of our common stock was $2.76 per
share.
See
“Risk Factors” beginning on page 3 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 August 18, 2006.
FORWARD-LOOKING
STATEMENTS
This
prospectus contains or incorporates by reference statements about our future
which are “forward-looking statements.” We intend such forward looking
statements to be covered by the safe harbor protections for such statements
contained in those provisions. All statements other than statements of
historical fact we make in this prospectus or any other document incorporated
by
reference are forward-looking statements. 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
|
Forward-Looking
Statements
|
1
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|
Prospectus
Summary
|
2
|
|
Risk
Factors
|
3
|
|
Use
of Proceeds
|
6
|
|
Selling
Shareholders
|
6
|
|
Plan
of Distribution
|
8
|
|
Legal
Matters
|
9
|
|
Experts
|
9
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Where
You Can Find More Information
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9
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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 commercial mobile and bulk fueling; integrated out-sourced fuel
management; packaging, distribution and sale of lubricants and chemicals;
transportation logistics and emergency response services. Our fleet of custom
specialized tank wagons, tractor-trailer transports, box trucks and customized
flatbed vehicles delivers diesel fuel and gasoline to customers’ locations on a
regularly scheduled or as needed basis, refueling vehicles and equipment,
re-supplying fixed-site and temporary bulk storage tanks, and emergency power
generation systems; and distributes a wide variety of specialized petroleum
products, lubricants and chemicals to refineries, manufacturers and other
industrial customers. In addition, our fleet of special duty
tractor-trailer units provides heavy and ultra-heavy haul transportation
logistics services over short and long distances to customers requiring the
movement of over-sized and/or over-weight equipment and heavy manufactured
products. At June 30, 2006, we were conducting operations in Alabama,
California, Florida, Georgia, Louisiana, Mississippi, North Carolina, South
Carolina, Tennessee and Texas.
In
February 2005, we acquired substantially all of the assets and business
operations of Shank C&E Investments, L.L.C. (“Shank Services”) a Houston,
Texas based provider of commercial fuel, petroleum lubricants distribution
and
sales and heavy haul transportation services. Shank Services, which conducts
its
operations through our subsidiary, SMF Services, Inc., generates revenues
from
the sale of commercial fuel, petroleum lubricants and heavy haul operations.
On
October 1, 2005, we acquired all of the stock of H & W Petroleum
Company, Inc. (“H & W”), a Houston, Texas based marketer and distributor of
lubricants, commercial fuels and petroleum products. Immediately prior to
the
consummation of this transaction, H & W acquired the operating assets of
Harkrider Distributing Company, Incorporated (“Harkrider”), a Houston based
marketer and distributor of dry cleaning solvents, chemicals and petroleum
products, which was related to H & W through some common shareholder
ownership. In addition to providing service to the greater Houston metropolitan
area, the combined H & W and Harkrider operations also serve the Dallas/Fort
Worth, Freeport, Longview, Lufkin, San Antonio, Beaumont and Waco markets
in
Texas.
We
are a
Florida corporation. Our principal executive office is located at 200 West
Cypress Creek Road, Suite 400, Ft. Lauderdale, Florida 33309, and our phone
number is (954) 308-4200.
The
Offering
We
are
registering 1,057,283 shares of common stock, issuable upon the exercise
of the
same number of short term warrants, to be offered for sale by certain of
our
shareholders.
The
selling shareholders purchased the warrants in a private placement completed
on
June 30, 2006. We relied on Section 4(2) of the Securities Act of 1933, as
amended, and Regulation D promulgated thereunder in connection with the
private placement.
Use
of Proceeds
We
will
not receive any of the proceeds from the sale of the shares by the selling
shareholders. The exercise price of the warrants can be paid only by an exchange
of the outstanding principal, interest and pre-payment penalty on promissory
notes previously issued by us on August 29, 2003 and January 25,
2005.
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 quarter and nine-month period ended March
31,
2006, as well as for the fiscal years ended June 30, 2005 and 2004. In order
to
earn profits in the future, we need to increase volumes at profitable margins,
control costs, fully integrate acquisitions and generate sufficient cash flow
to
support working capital and debt service requirements. Our most recent losses
may be attributed to substantial increases in our sales, general and
administrative (“SG&A”) expense, reflecting our continued spending on
development of a new corporate infrastructure with capability to support our
current and future subsidiary companies, higher interest expense attributable
to
financing of recent acquisitions, and depressed demand for our products and
services and increased operating costs caused by the sudden and dramatic surge
in petroleum prices. While we believe that the completion of the infrastructure
development project will lead to reduced SG&A expense and that the potential
conversion of outstanding debt by the exercise of these short term warrants
could improve our earnings in the future, there is no assurance that our
profitability will improve in the near future. Anticipated non-cash charges
of
approximately $500,000 in the quarter ending June 30, 2006 from the deemed
conversion of the promissory notes by the issuance of the short term warrants,
continuing infrastructure development costs and various negative economic
conditions resulting from higher petroleum prices could adversely affect the
Company’s short term financial results. For these and other reasons, there is
also no assurance that we will be unable to accomplish our business plan or
to
raise capital at terms which are acceptable to us in order to support working
capital requirements or debt service shortfalls during any business downturns.
In addition, adverse market conditions, negative customer reactions to new
or
existing marketing strategies, or depressed economic conditions generally may
cause net margin not to improve further or even to diminish.
Trading
Market for our Common Stock. During
the nine months ended March 31, 2006, our common stock frequently traded in
large daily volumes and at wide price variances. This volatility could make
it
difficult for our shareholders to sell shares at a predictable price or at
specific times. In addition, there may be volatility in the market price of
the
common stock due to factors beyond our control. 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.
Growth
Dependent Upon Future Expansion; Risks Associated With Expansion into New
Markets. We
intend
to continue to expand through the acquisition of existing companies or their
operations and customer bases. Our growth will also depend upon the ability
to
achieve greater penetration in existing markets and to successfully enter new
markets in both additional major and secondary metropolitan areas. Market
penetration and expansion into new markets will largely be dependent on our
ability to demonstrate the benefits of our services and products 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. There can be
no
assurance that we will be able to successfully expand our operations into new
markets.
Acquisition
Availability; Integrating Acquisitions. Our
future growth strategy involves the acquisition of businesses engaged in
wholesale commercial bulk and mobile fueling, marketers and distributors of
petroleum lubricants and chemicals and transportation logistics services
businesses in existing and new markets. On February 18, 2005, we acquired
substantially all of the assets and business operations of Shank Services,
a
Houston, Texas based provider of commercial fuel, petroleum lubricants
distribution and sales, and heavy and ultra-heavy haul transportation services.
On October 1, 2005, we acquired the stock of H & W, a Houston based
distributor of lubricants, fuels, other petroleum products and chemicals. There
can be no assurance that we will be able to fully integrate these operations
with our pre-existing operations or that we will identify or be in a position
to
make suitable acquisitions on acceptable terms in the future. Similarly, there
is no certainty that we will be able to obtain acceptable financing for such
acquisitions or that any future acquisitions made will be effectively and
profitably integrated into our operations. In particular, to finance future
acquisitions, we believe that it will be important for us to control our
interest expense, by the issuance of equity securities or otherwise, since
that
expense increased significantly as a result of the debt financing used for
our
recent acquisitions. All acquisitions involve risks that could adversely affect
our operating results, including management commitment; integration of the
operations and personnel of the acquired business; future write downs of
acquired intangible assets; and the failure to retain key personnel of the
acquired business.
Management
of Growth; Accounting and Information Technology Systems Implementation.
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, results
of
operations will be adversely affected. In particular, the results of operations
will be influenced by the redesign and implementation of our accounting and
information technology systems to reduce operating costs and improve our ability
to effectively manage our business and integrate acquisitions. While we are
optimistic about this project based on preliminary results, there can be no
assurance that such redesign and implementation will be completed as planned,
or
that it will have the intended results.
Dependence
on Key Personnel.
Our
future success will be largely dependent on the continued services and efforts
of Richard E. Gathright, our Chief Executive Officer and President, and on
other
key executive personnel. The loss of the services of Mr. Gathright or other
executive 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. While
we
have recently extended Mr. Gathright’s existing employment agreement so that it
now expires February 28, 2007, and automatically renews each year for additional
one year terms unless either party gives prior notice of an intent to terminate,
his long term future employment is not guaranteed by such agreement. We have
also entered into written employment agreements with certain other key executive
personnel.
Fuel
Pricing and Supply Availability; 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 qualify for certain discounts. We
monitor fuel prices and trends in each of our service markets on a daily basis
and seek to purchase our supply at the lowest prices and under the most
favorable terms. For our fueling operations, commodity price risk is mitigated
since we purchase and deliver our fuel supply daily and generally utilize
cost-plus pricing when billing our customers. If we cannot continue to utilize
cost-plus pricing when billing our customers, margins would likely decrease
and
losses could be incurred. We have not engaged in derivatives or futures trading
to hedge fuel price movements. In addition, diesel fuel and gasoline may be
subject to supply interruption due to a number of factors, including natural
disasters, refinery and/or pipeline outages and labor disruptions. The reduction
of available supplies could impact our ability to provide commercial bulk and
mobile fueling, and emergency response services and impact profitability. While
we maintained our record of obtaining supplies for our customers and for
emergency work during difficult conditions encountered in the extraordinary
hurricane season of 2005, particularly Hurricane Katrina and the resulting
massive flooding in the New Orleans area, there is no assurance that this record
will continue in the future or that our business will not be adversely affected
by supply problems in the future.
Dependence
on Suppliers.
While
multiple suppliers of diesel fuel and gasoline are typically available to our
wholesale commercial bulk and mobile fueling operations, our lubricants and
chemicals operations are more dependent on our relationships with a limited
number of suppliers. While there can be no assurance that our relationship
with
any supplier of lubricants or chemicals will not change, we believe that, if
it
became necessary to change suppliers or to alter the nature or extent of our
relationship with one or more of these suppliers, we have the ability to do
so
without a material adverse effect on our lubricants and chemicals operations.
Risks
Associated with Customer Concentration; Absence of Written Agreements.
Although
we provide services to numerous 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 our business and have not been entered into by us with
the
majority of our customers. As a result, most of our customers can terminate
their business with us at any time and for any reason, and we can similarly
discontinue providing products or services to any of those customers. We may
elect to 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 the limited number 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 service terminations.
Competition.
In our
commercial mobile fueling operations, 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 such as card lock
facilities. Our heavy haul and ultra-heavy haul transportation business competes
with other providers, including larger regional companies and smaller local
companies. Our lubricants, chemicals and wholesale commercial fuel distribution
operations compete with numerous other large and small providers of similar
services. Our ability to compete is dependent on numerous factors, including
price, delivery dependability, credit terms, service locations and the quality
of the customer service we provide, including reporting and invoicing services.
In the past our business has been adversely affected by below cost price cutting
by competitors, including recent actions by a competitor in California. 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.
The bulk
of our operations are subject to the operating hazards and risks normally
incidental to handling, storing and transporting diesel fuel, gasoline,
petroleum lubricants and chemicals, almost all of which are classified as
hazardous materials. We maintain insurance policies in amounts and with
coverages and deductibles we believe are reasonable and prudent. However, there
can be no assurance that our 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, that we will be able to
maintain acceptable levels of insurance or that insurance will be available
at
economical prices.
Changes
in Environmental Requirements.
We hope
to generate future business for our mobile fueling operations by converting
fleet operators who are currently utilizing underground fuel storage tanks
for
their fueling needs to commercial mobile fueling. The owners of underground
fuel
storage tanks are being 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 to market our services
to these owners may be adversely affected. Correspondingly, new or changed
environmental regulations could also affect the costs involved in providing
mobile fueling services or the sale of petroleum lubricants and
chemicals.
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
commercial mobile fueling fleet and its 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, its services. In addition, we depend on the supply of
diesel fuel, gasoline, petroleum based lubricants and chemicals from the oil
and
gas industry so that we 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 acts of which we 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.
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.
The
compliance requirements of the Sarbanes-Oxley Act of 2002 have placed an
increasing time burden on our personnel and significantly increased the costs
with being a publicly traded company. We cannot determine the future costs
of
compliance with this Act; whether our compliance efforts will satisfy its
compliance requirements; or whether, or to the extent which, our future
operations or earnings may be affected by the Act’s impact on our business
operations.
USE
OF PROCEEDS
We
will
not receive any of the proceeds from the sale of the shares by the selling
shareholders. All proceeds from the sale of the offered shares will be for
the
accounts of the selling shareholders. The exercise price of the warrants can
be
paid only by an exchange of the outstanding principal, interest and pre-payment
penalty on promissory notes previously issued by us on August 29, 2003 and
January 25, 2005.
SELLING
SHAREHOLDERS
We
are
registering for resale the shares of our common stock that may be issued upon
exercise of the warrants held by the selling shareholders.
The
following table sets forth certain information regarding the beneficial
ownership, as of July 11, 2006, by each of the selling shareholders. As of
the date of this prospectus, we do not anticipate adding additional selling
shareholders at a later time. We are not aware of any unidentified selling
shareholders. The information in the table below is based upon information
provided to us by the selling shareholders. Except as disclosed below, none
of
the selling shareholders owns any common stock other than the offered shares
nor
will they own any common stock if they sell all of their offered
shares.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the
SEC
under the Securities Exchange Act of 1934, as amended, which we refer to as
the
Exchange Act. Unless otherwise noted, each person or group identified possesses
sole voting and investment power with respect to the offered
shares.
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:
|
·
|
Leonid
Frenkel is the managing member of Triage Capital LF Group LLC (“Triage
Capital”), which acts as the general partner to the general partner of
both Triage Capital Management, L.P. and Triage Capital Management
B, L.P.
He disclaims beneficial ownership of the Company’s securities held by
those entities except to the extent of his pecuniary interest therein.
|
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
After
the
Offering(1)
|
|
|
Name
and Address of
Beneficial
Owner
|
|
Number
of Shares Beneficially Owned Prior to Offering
|
|
Percentage
|
|
Shares
Issuable Upon Exercise of Warrants Being Offered
|
|
Shares
|
|
Percentage
|
|
|
TRIAGE
CAPITAL
MANAGEMENT,
L.P.
c/o
Leon Frenkel, Sr. Manager
401
City Avenue, Suite 526
Bala
Cynwyd, PA 19004
|
|
|
483,318(2)
|
|
|
4.4
|
%
|
|
448,578
|
|
|
34,740
|
|
|
*
|
|
|
TRIAGE
CAPITAL
MANAGEMENT
B, L.P.
c/o
Leon Frenkel, Sr. Manager
401
City Avenue, Suite 526
Bala
Cynwyd, PA 19004
|
|
|
657,997(3)
|
|
|
5.9
|
%
|
|
608,705
|
|
|
49,292
|
|
|
*
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,141,315(4)
|
|
|
9.81%(4)
|
|
|
1,057,283
|
|
|
84,032
|
|
|
|
|
*
Less
than one percent.
| (1) |
For
purposes of calculating shares beneficially owned after this offering,
it
is assumed that the offered shares have been sold pursuant to this
offering. The selling shareholders may have sold, transferred or
otherwise
disposed of all or a portion of their offered shares since the date
on
which they provided information regarding their securities in transactions
exempt from the registration requirements of the Securities
Act.
|
| (2) |
Consists
of 483,318 shares issuable upon the exercise of warrants, including
448,578 shares offered in this offering. The
selling shareholder has identified Leonid Frenkel as the Managing
Member
of Triage Capital LF Group LLC which acts as the general partner
to the
general partner of Triage
Capital Management, L.P., as
a
natural person with sole voting and dispositive power over the
shares.
|
| (3) |
Consists
of 657,997 shares issuable upon the exercise of warrants, including
608,705 shares offered in this offering. The
selling shareholder has identified Leonid Frenkel as the Managing
Member
of Triage Capital LF Group LLC which acts as the general partner
to the
general partner of Triage
Capital Management B, L.P., as
a
natural person with sole voting and dispositive power over the
shares.
|
| (4) |
Based
on a Schedule 13G filed with the SEC on July 11, 2006.
|
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:
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|
· |
on
the NASDAQ Capital Market,
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|
|
· |
in
the over-the-counter market,
|
|
|
· |
in
privately negotiated transactions,
|
|
|
· |
for
settlement of short sales, or through long sales, options or transactions
involving cross or block trades,
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|
· |
by
pledges to secure debts and other obligations,
or
|
|
|
· |
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:
|
|
· |
fixed
prices which may be changed,
|
|
|
· |
market
prices prevailing at the time of
sale,
|
|
|
· |
prices
related to prevailing market prices,
or
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|
· |
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:
|
|
· |
directly
to purchasers, or
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|
· |
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 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 $2,685,499 upon exercise of the warrants by the selling
shareholders, although the exercise price of the warrants can be paid only
by an
exchange of the outstanding principal, interest and pre-payment penalty on
promissory notes previously issued by us on August 29, 2003 and January 25,
2005. 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
The
validity of the securities offered by this prospectus will be passed upon by
Davis Graham & Stubbs LLP, Denver, Colorado.
EXPERTS
Our
consolidated financial statements as of June 30, 2005 and for the year then
ended incorporated herein by reference in this registration statement have
been
audited by Grant Thornton LLP, independent registered public accounting firm
as
set forth in their report thereon. Such financial statements are incorporated
by
reference in reliance upon such report given the authority of such firm as
experts in accounting and auditing in giving said report.
Our
consolidated financial statements as of June 30, 2004, and for each of the
years
in the two-year period ended June 30, 2004, have been incorporated by reference
in the registration statement in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, 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:
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Our
Annual Report on Form 10-K for the fiscal year ended June 30, 2005;
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Our
Quarterly Reports on Form 10-Q for the quarterly periods ended September
30, 2005, December 31, 2005 and March 31,
2006;
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act
filed since June 30, 2005;
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Our
definitive Proxy Statement filed on October 28, 2005;
and
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The
description of our common stock contained in the Registration Statement
on
Form 8-A filed on December 5, 1996, and as amended December 10, 1996,
under Section 12(g) of the Exchange
Act.
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You
may
request a copy of these filings, at no cost, by writing or telephoning us at
the
following address:
Streicher
Mobile Fueling, Inc.
200
West
Cypress Creek Road, Suite 400
Fort
Lauderdale, Florida 33309
Attention:
Secretary
(954)
308-4200
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.