Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-129336
PROSPECTUS
2,960,714 Shares
ENGlobal Corporation
Common Stock
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We are registering our common stock for resale by the selling stockholders
identified in this prospectus. We are not selling any shares of our common stock
under this prospectus and will not receive any of the proceeds from the sale of
shares by the selling stockholders. Specifically, this prospectus relates to the
resale of:
o 2,000,000 shares of our common stock that were issued to the selling
stockholders in connection with a private placement in September 2005; and
o 960,714 shares of our common stock sold by certain of our executive
officers to the selling stockholders in a secondary sale in September 2005.
For a description of the plan of distribution of the resale shares, see
page 13 of this prospectus.
Our common stock is currently traded on the American Stock Exchange under
the symbol "ENG." On November 30, 2005, the last reported sales price for our
common stock was $6.75 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE
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CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is December 20, 2005.
TABLE OF CONTENTS
Page
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SUMMARY........................................................................1
RISK FACTORS...................................................................3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................8
SELLING STOCKHOLDERS...........................................................9
REGISTRATION RIGHTS OF SELLING STOCKHOLDERS...................................12
PLAN OF DISTRIBUTION..........................................................13
USE OF PROCEEDS...............................................................14
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................14
WHERE YOU CAN FIND MORE INFORMATION...........................................14
You should rely only on the information contained or incorporated or deemed
to be incorporated by reference in this prospectus. We have not authorized
anyone to provide you with different information. The offered shares are not
being offered in any jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus speaks only as of the date of this
prospectus and the information in the documents incorporated or deemed to be
incorporated by reference in this prospectus speaks only as of the respective
dates those documents were filed with the Securities and Exchange Commission
(the "Commission").
This prospectus contains summaries of certain provisions contained in some
of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety
by the actual documents. Copies of some of the documents referred to herein have
been filed or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part and you may obtain copies of those
documents as described below under "Where You Can Find More Information."
As used in this prospectus, "ENGlobal," "the Company," "we," "our," "ours,"
and "us" refer to ENGlobal Corporation and its consolidated subsidiaries, except
where the context otherwise requires or as otherwise clearly indicated.
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto incorporated by reference
in this prospectus. Because it is a summary, it does not contain all the
information that you should consider before investing. You should read this
entire prospectus carefully, including the section entitled "Risk Factors" and
our financial statements and the notes thereto before making an investment
decision.
ENGLOBAL
Overview
We are a leading provider of engineering services and systems principally
to the petroleum refining, petrochemical, pipeline, production and process
industries throughout the United States and internationally. The services
provided by our multi-disciplined staff span the lifecycle of a project and
include feasibility studies, design, procurement and construction management. We
also supply automation, control, and uninterruptible electrical power systems to
our clients worldwide.
From 1999 to 2004, our net revenue from continuing operations grew from
$13.6 million in 2000 to $148.9 million in 2004, a compounded annual growth rate
of approximately 82%. We have accomplished this growth by expanding our service
offerings and geographic presence through a series of strategic acquisitions and
through internal growth. We now have offices strategically located in Beaumont,
Dallas, Freeport, Houston and Midland, Texas, Baton Rouge and Lake Charles,
Louisiana, Blackwell, Cleveland and Tulsa, Oklahoma, and Calgary, Alberta.
We were incorporated as Industrial Data Systems Corporation in the State of
Nevada in June 1994. In December 2001, we merged with Petrocon Engineering, Inc.
and in June 2002, we changed our name from Industrial Data Systems Corporation
to ENGlobal Corporation. Effective June 16, 2002, the trading symbol for our
common stock, traded on the American Stock Exchange, changed from "IDS" to
"ENG".
Our principal executive offices are located at 654 N. Sam Houston Parkway
E., Suite 400, Houston, Texas 77060-5914 and our telephone number is (281)
878-1000. Our website address is www.englobal.com. The information contained in
our website is not a part of this prospectus.
1
The Offering
Common stock covered hereby....... 2,960,714 shares of our common stock held by
the selling stockholders
Use of proceeds................... We will not receive any proceeds from the
sale or other disposition of the shares of
our common stock by the selling
stockholders.
Registration Rights............... Pursuant to a registration rights agreement
we have entered into with the selling
stockholders, we have filed a shelf
registration statement, of which this
prospectus is a part, with the Commission
relating to the resale of 2,960,714 shares
of our common stock held by the selling
stockholders. We have agreed to use our best
efforts to have the registration statement
declared effective on or before December 29,
2005 and to use our best efforts to keep the
registration statement effective for two
years after the date that the registration
statement is declared effective. If the
registration statement is not declared
effective on or before December 29, 2005, we
are required to pay liquidated damages to
each selling stockholder in an amount per
month equal to 1% of the amount purchased by
such selling stockholder from the Company in
the September 2005 private placement and 1%
of the amount purchased by the selling
stockholder from the officers of the Company
in the September 2005 secondary sale.
American Stock Exchange symbol.... ENG
2
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks described below are not the only ones facing our
Company. Additional risks not currently known to us or that we currently deem
immaterial may also impair our business operations.
Our business, financial condition or results of operations could be
materially adversely affected by any of these risks. The trading price of our
common stock could decline due to any of these risks, and you may lose all or
part of your investment.
This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
the risks faced by us described below and elsewhere in this prospectus. See
"Special Note Regarding Forward Looking Statements."
Risks Relating to Our Business
We are engaged in highly competitive businesses and must typically bid against
competitors to obtain engineering and service contracts.
We are engaged in highly competitive businesses in which customer contracts
are typically awarded through competitive bidding processes. We compete with
other general and specialty contractors, both foreign and domestic, including
large international contractors and small local contractors. Some competitors
have greater financial and other resources than we do, which, in many instances,
could give them a competitive advantage over us.
The failure to attract and retain key professional personnel could adversely
affect us.
Our success depends on attracting and retaining qualified personnel in a
competitive environment. We are dependent upon our ability to attract and retain
highly qualified managerial, technical and business development personnel.
Competition for key personnel is intense. We cannot be certain that we will
retain our key managerial, technical and business development personnel or that
we will attract or assimilate key personnel in the future. Failure to retain or
attract such personnel could materially adversely affect our businesses,
financial position, results of operations and cash flows.
Our business and operating results could be adversely affected by our inability
to accurately estimate the overall risks, revenue or costs on a contract.
We generally enter into two principal types of contracts with our clients:
time and materials contracts and fixed-price contracts. Under our fixed-price
contracts, we receive a fixed-price irrespective of the actual costs we incur
and, consequently, we are exposed to a number of risks. These risks include
underestimation of costs, problems with new technologies, unforeseen
expenditures or difficulties, delays beyond our control, and economic and other
changes that may occur during the contract period. Our ability to secure change
orders on scope changes and our ability to invoice for such changes poses an
additional risk. In fiscal 2004, approximately 9% of our net revenue was derived
from fixed-price contracts.
Under our time and materials contracts, we are paid for labor at negotiated
hourly billing rates or reimbursement at specified mark-up hourly rates and
negotiated rates for other expenses. Profitability on these contracts is driven
by billable headcount and cost control. Some time and materials contracts are
subject to contract ceiling amounts, which may be fixed or performance-based. If
our costs generate billings that exceed the contract ceiling or are not
allowable under the provisions of the contract or any applicable regulations, we
may not be able to obtain reimbursement for all of our costs.
Revenue recognition for a contract requires judgment relative to assessing
the contract's estimated risks, revenue and costs and on making judgments on
other technical issues. Due to the size and nature of many of our contracts, the
estimation of overall risk, revenue and cost at completion is complicated and
subject to many variables. Changes in underlying assumptions, circumstances or
estimates may also adversely affect future period financial performance. This is
a major risk factor that could materially impact our operating results.
3
Our dependence on one or a few customers could adversely affect us.
One or a few clients have in the past and may in the future contribute a
significant portion of our consolidated revenues in any one year or over a
period of several consecutive years. In 2004, approximately 59% of our revenues
were from six subsidiaries of ExxonMobil and approximately 6% of our revenues
were from Chevron Phillips. As our backlog frequently reflects multiple projects
for individual clients, one major customer may comprise a significant percentage
of our backlog at any point in time. Because these significant customers
generally contract with us for specific projects, we may lose these customers
from year to year as their projects with us are completed. If we do not replace
them with other customers or other projects, our business would be materially
adversely affected. Additionally, we have long-standing relationships with many
of our significant customers. Our contracts with these customers, however, are
on a project-by-project basis and the customers may unilaterally reduce or
discontinue their purchases at any time. The loss of business from any one of
such customers could have a material adverse effect on our business or results
of operations.
Additional acquisitions may adversely affect our ability to manage our business.
Our growth has been, in large part, the result of acquisitions of
companies. We plan to continue making acquisitions in the future on terms
management considers favorable to us. The successful acquisition of other
companies involves an assessment of future revenue opportunities, operating
costs, economies and earnings after the acquisition is completed, industry and
business risks, and liabilities beyond our control. This assessment is
necessarily inexact and its accuracy is inherently uncertain. In connection with
our assessments, we perform reviews of the subject acquisitions we believe to be
generally consistent with industry practices. These reviews, however, may not
reveal all existing or potential problems, nor will they permit a buyer to
become sufficiently familiar with the target companies to assess fully their
deficiencies and capabilities. We cannot assure you that we will identify,
finance and complete additional suitable acquisitions on acceptable terms. We
may not successfully integrate future acquisitions. Any acquisitions may require
substantial attention from our management, which may limit the amount of time
that management can devote to day-to-day operations. Our inability to find
additional attractive acquisition candidates or to effectively manage the
integration of any businesses acquired in the future would adversely affect our
ability to grow profitably or at all.
The seasonality of our industry may cause our revenues to fluctuate.
Holidays and employee vacations during our fourth quarter exert downward
pressure on revenues for that quarter, which is only partially offset by the
year-end efforts on the part of many clients to spend any remaining funds
budgeted for engineering services or capital expenditures during the year. The
annual budgeting and approval process under which these clients operate is
normally not completed until after the beginning of each new year, which can
depress results for the first quarter. Principally due to these factors, our
revenues during the first and fourth quarters generally tend to be lower than in
the second and third quarters.
Liability claims could result in losses.
Providing engineering and design services involves the risk of contract,
professional errors and omissions and other liability claims, as well as adverse
publicity. Further, many of our contracts will require us to indemnify our
clients not only for our negligence, if any, but also for the concurrent
negligence of our clients. We currently maintain liability insurance coverage,
including coverage for professional errors and omissions. However, claims
outside of or exceeding our insurance coverage may be made. A significant claim
would result in unexpected liabilities, take management time away from
operations and have a material adverse impact on our cash flow and
profitability.
4
If the operating results of either segment are adversely affected, an impairment
of goodwill could result in a write down.
Based on factors and circumstances impacting us and the business climate in
which we operate, we may determine that it is necessary to re-evaluate the
carrying value of our goodwill by conducting an impairment test in accordance
with SFAS No. 142. We have assigned goodwill to the two segments based on
estimates of the relative fair value of each segment. If changes in the
industry, market conditions, or government regulation negatively impact either
of our segments resulting in lower operating income, if assets are harmed, if
anticipated synergies or cost savings are not realized with newly acquired
entities, or if any circumstance occurs which results in the fair value of
either segment being reduced below its carrying value, an impairment to goodwill
would be created. In accordance with SFAS No. 142, we would be required to write
down the carrying value of goodwill.
Our backlog is subject to unexpected adjustments and cancellations and is,
therefore, an uncertain indicator of our future revenues or earnings.
As of December 31, 2004, our backlog was approximately $135 million. We
cannot assure investors that the revenues projected in our backlog will be
realized or, if realized, will result in profits. Projects may remain in our
backlog for an extended period of time prior to project execution and, once
project execution begins, it may occur unevenly over the current and multiple
future periods. In addition, project terminations, suspensions or reductions in
scope may occur from time to time with respect to contracts reflected in our
backlog. Such backlog reductions would reduce the revenue and profit we actually
receive from contracts reflected in our backlog. Future project cancellations
and scope adjustments could further reduce the dollar amount of our backlog and
the revenues and profits that we actually earn.
Our dependence on subcontractors and equipment manufacturers could adversely
affect us.
We rely on third-party subcontractors as well as third-party suppliers and
manufacturers to complete our projects. To the extent that we cannot engage
subcontractors or cannot engage them on a competitive basis, or cannot acquire
supplies or materials or cannot acquire them on a competitive basis, our ability
to complete a project in a timely fashion or at a profit may be impaired. If the
amount we are required to pay for these goods and services exceeds the amount we
have estimated in bidding for fixed-price or cost-plus contracts, we could
experience losses in the performance of these contracts. In addition, if a
subcontractor or supplier is unable to deliver its services or materials
according to the negotiated terms for any reason, including the deterioration of
its financial condition or over-commitment of its resources, we may be required
to purchase the services or materials from another source at a higher price.
This may reduce the profit to be realized or result in a loss on a project for
which the services or materials were needed.
If we are not able to successfully manage our growth, our business and results
of operations will be adversely affected.
We have grown rapidly over the last several years. Our growth presents
numerous managerial, administrative, operational and other challenges. Our
ability to manage the growth of our operations will require us to continue to
improve our management information systems and maintain discipline in our
internal systems and controls. In addition, our growth will increase our need to
attract, develop, motivate and retain both our management and professional
employees. The inability of our management to effectively manage our growth or
the inability of our employees to achieve anticipated performance would have a
material adverse effect on our business.
If we are not able to successfully manage internal growth initiatives, our
business and results of operations may be adversely affected.
Our growth strategy seeks to utilize our technical expertise in conjunction
with industry trends. To support this strategy, we may elect to fund internal
growth initiatives targeted at markets that we believe may have significant
potential needs for our services. The downside risks are that such initiatives
may be riskier than other lines of business and could have a negative effect on
current earnings unless or until such initiatives become successful and reach
critical mass. In addition, we may misread industry trends and continued funding
could have a negative impact on short and long term earnings.
5
Changes to the laws of the foreign countries in which we operate may adversely
affect our international operations.
We have contracts to perform services for projects located in a number of
foreign countries, including Saudi Arabia, China, and Canada. We expect to have
additional similar contracts in the future. In addition, we have a location in
Canada and may, in the future, have additional foreign locations. Laws in the
countries in which we are working on projects or in the countries in which we
have locations might change in a manner that negatively impacts us. Such changes
could have a material adverse effect on our business.
Risks Relating to an Investment in Our Common Stock
Our Board of Directors may authorize future issuances of our common stock, which
could result in a decrease in value to existing stockholders of the shares they
hold.
Our Restated Articles of Incorporation authorize our board of directors to
issue up to an additional 50,880,784 shares of common stock and an additional
2,265,167 shares of preferred stock. These shares may be issued without
stockholder approval unless the issuance is 20% or more of our outstanding
common stock, in which case the American Stock Exchange requires stockholder
approval. We may issue shares of stock in the future in connection with
acquisitions or financings. In addition, we may issue shares in connection with
our Employee Stock Purchase Plan and we may issue incentive and nonqualified
stock options and restricted stock as incentives under our 1998 Incentive Plan.
Future issuances of substantial amounts of common stock or of preferred stock,
or the perception that these sales could occur, may affect the market price of
our common stock. In addition, the ability of the board of directors to issue
additional stock may discourage transactions involving actual or potential
changes of control of the Company, including transactions that otherwise could
involve payment of a premium over prevailing market prices to holders of our
common stock.
A small number of stockholders own a significant portion of our outstanding
common stock, thus limiting the extent to which other stockholders can effect
decisions subject to stockholder vote.
Directors, executive officers and principal stockholders of ENGlobal and
their affiliates, beneficially own approximately 40% of our outstanding common
stock on a fully diluted basis. Accordingly, these stockholders, as a group, are
able to influence the outcome of stockholder votes, including votes concerning
the adoption or amendment of provisions in our Restated Articles of
Incorporation or Amended and Restated Bylaws and the approval of mergers and
other significant corporate transactions. The existence of these levels of
ownership concentrated in a few people makes it unlikely that any other holder
of common stock will be able to affect the management or direction of the
Company. These factors may also have the effect of delaying or preventing a
change in management or voting control of the Company.
Our quarterly operating results may fluctuate significantly, which could have a
negative effect on the price of our common stock.
Our quarterly revenues, expenses and operating results may fluctuate
significantly because of a number of factors, including:
o Unanticipated changes in contract performance that may affect
profitability, particularly with contracts that have funding limits;
o The seasonality of the spending cycle of our clients;
o Acquisitions and the integration of acquired companies;
o Employee hiring and utilization rates;
o The number and significance of client engagements commenced and
completed during a quarter;
6
o Credit worthiness and solvency of clients;
o The ability of our clients to terminate engagements without penalties;
o Delays incurred in connection with an engagement;
o The size and scope of engagements;
o The timing of expenses incurred for corporate initiatives;
o Reductions in the prices of services offered by our competitors;
o Changes in accounting rules; and
o General economic or political conditions, either generally or in our
particular industry.
Variations in any of these factors could cause significant fluctuations in
our operating results from quarter to quarter and could result in net losses.
These fluctuations could result in downward pressure on the market price of our
common stock.
7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the provisions of the Private Securities Litigation
Reform Act of 1995 (the "Reform Act") we may include forward looking statements
(as defined in the Reform Act) in oral or written public statements used by or
on behalf of us with respect to our future financial or business performance,
strategies or expectations. Forward-looking statements are typically identified
by words or phrases such as "believe," "expect," "anticipate," "intend,"
"estimate," "position," "target," "mission," "assume," "achievable,"
"potential," "strategy," "goal," "objective," "plan," "aspiration," "outlook,"
"outcome," "continue," "remain," "maintain," "strive," "trend" and variations of
such words and similar expressions, or future or conditional verbs such as
"will," "would," "should," "could," "may" or similar expressions.
We caution that forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made, and we assume no duty and do
not undertake to update forward-looking statements. Actual results could differ
materially from those anticipated in forward-looking statements and future
results could differ materially from historical performance. In addition to
factors previously disclosed in our Commission reports and those identified
elsewhere in this prospectus, the following factors, among others, could cause
actual results to differ materially from forward-looking statements or
historical performance: (1) increased competition for engineering and service
contracts; (2) the ability to estimate costs on contracts; (3) the loss of one
or more significant customers; (4) the ability to attract and retain highly
trained professionals; (5) the identification of additional acquisition
opportunities and the integration of future acquisitions; (6) the ability to
engage subcontractors and acquire supplies on a competitive basis; (7)
significant liability claims arising from services provided; and (8) adverse
legal changes effecting our international operations.
You should carefully read the risk factors described in the "Risk Factors"
section of this prospectus for a description of certain risks that could, among
other things, cause our actual results to differ from these forward looking
statements.
8
SELLING STOCKHOLDERS
We are registering for resale the shares covered by this prospectus on
behalf of the selling stockholders identified below. The selling stockholders
acquired the resale shares from us in a private placement or from certain of our
executive officers in a concurrent secondary sale. Energy Capital Solutions, LP
and Pritchard Capital Partners LLC provided assistance in connection with
selling the shares in the private placement and secondary sale. We are
registering the shares to permit the selling stockholders to resell the shares
when and as they deem appropriate. The following table sets forth:
o the name of the selling stockholders;
o the number and percent of shares of our common stock that the selling
stockholders beneficially owned prior to the offering for resale of
the shares under this prospectus;
o the number of shares of our common stock that may be offered for
resale for the account of the selling stockholders under this
prospectus; and
o the number and percent of shares of our common stock to be
beneficially owned by the selling stockholders after the offering of
the resale shares (assuming all of the offered resale shares are sold
by the selling stockholders).
The number of shares in the column "Number of Shares Being Offered"
represents all of the shares of our common stock that each stockholder may offer
under this prospectus. We do not know how long the selling stockholders will
hold the shares before selling them or how many shares they will sell and we
currently have no agreements, arrangements or understandings with any of the
selling stockholders regarding the sale of any of the resale shares. The shares
offered by this prospectus may be offered from time to time by the selling
stockholders listed below.
This table is prepared solely based on information supplied to us by the
listed selling stockholders and assumes the sale of all of the resale shares.
The applicable percentages of beneficial ownership are based on an aggregate of
26,268,277 shares of our common stock issued and outstanding on November 29,
2005.
9
Number of
Shares Beneficially Owned Shares Being Shares to be Beneficially
Prior to the Offering (1) Offered Owned After the Offering (1)
------------------------- ------- ----------------------------
Selling Stockholders (2) Number Percentage Number Percentage
------------------------ ------ ---------- ------ ----------
Atlas Master Fund, Ltd. (3) 285,715 1.1% 285,715 0 *
Cordillera Fund, L.P. (4) 71,428 * 71,428 0 *
Grey K. Fund, Ltd. (5) 41,428 * 41,428 0 *
Grey K Offshore Fund, LTD (6) 30,000 * 30,000 0 *
Nite Capital, L.P. (7) 107,143 * 107,143 0 *
UMBTRU & CO FBO Oberweis 90,000 * 90,000 0 *
Micro-Cap Fund (8)
Tontine Capital Partners, L.P. (9) 2,452,000 9.3% 2,000,000 452,000 1.7%
UBS O'Connor LLC FBO 35,000 * 35,000 0 0
O'Connor Muti-Quantitative
Strategies Master Limited (10)
UBS O'Connor LLC FBO 300,000 1.1% 300,000 0 0
O'Connor PIPES Corporate
Strategies Master Limited (11)
----------
(1) No selling stockholder holds any option, warrant or other right to acquire
beneficial ownership of additional shares of our common stock within 60
days from the date hereof.
(2) According to information provided to us as of the date of filing, no
selling stockholder is a broker-dealer or affiliate of a broker-dealer.
(3) All of the shares registered hereby for Atlas Master Fund, Ltd. were
purchased in the secondary sale from Alliance 2000, Ltd. ("Alliance 2000")
on September 30, 2005. ENGlobal did not receive any proceeds from the
secondary sale. William A. Coskey, P.E., Chairman of the Company, is the
general partner of Alliance 2000. RNK Capital, LLC, the subadvisor to Atlas
Master Fund, Ltd., has the power to direct the affairs of Atlas Master
Fund, Ltd., including decisions with respect to the voting and sale of
shares of common stock. Robert Koltun is the managing member of RNK
Capital, LLC and as such directs its operations and may be deemed to
beneficially own these securities. The address of Atlas Master Fund, Ltd.
is 650 Madison Avenue, New York, NY 10027.
(4) All of the shares registered hereby for Cordillera Fund, L.P. were
purchased in the secondary sale from Alliance 2000 on September 30, 2005.
ENGlobal did not receive any proceeds from the secondary sale. ACCF GenPar,
L.P., the general partner of Cordillera Fund, L.P., has the power to direct
the affairs of Cordillera Fund, L.P., including decisions with respect to
voting and sale of shares of common stock. Stephen J. Carter and James P.
Andrew are the co-chief executive officers of Andrew Carter Capital, Inc.,
the general partner of ACCF GenPar, L.P., and as such direct its operations
and may be deemed to beneficially own these securities. The address of
Cordillera Fund, L.P. is 8201 Preston Road, Suite 400, Dallas, TX 75225.
(5) All of the shares registered hereby for Grey K. Fund, Ltd. were purchased
in the secondary sale from Alliance 2000 on September 30, 2005. ENGlobal
did not receive any proceeds from the secondary sale. RNK Capital, LLC, the
Investment Manager of Grey K. Fund, Ltd., has the power to direct the
affairs of Grey K. Fund, Ltd, including decisions with respect to the
voting and sale of shares of common stock. Robert Koltun is the managing
member of RNK Capital, LLC and as such directs its operations and may be
deemed to beneficially own these securities. The address of Grey K. Fund,
Ltd. is 527 Madison Avenue, New York, NY 10027.
(6) All of the shares registered hereby for Grey K Offshore Fund, LTD. were
purchased in the secondary sale from Alliance 2000 on September 30, 2005.
ENGlobal did not receive any proceeds from the secondary sale. RNK Capital,
LLC, the Investment Manager of Grey K Offshore Fund, LTD, has the power to
10
direct the affairs of Grey K Offshore Fund, LTD, including decisions with
respect to the voting and sale of shares of common stock. Robert Koltun is
the managing member of RNK Capital, LLC and as such directs its operations
and may be deemed to beneficially own these securities. The address of Grey
K Offshore Fund, LTD is 527 Madison Avenue, New York, NY 10027.
(7) All of the shares registered hereby for Nite Capital LP were purchased in
the secondary sale from Alliance 2000 on September 30, 2005. ENGlobal did
not receive any proceeds from the secondary sale. Nite Capital, LLC, the
general partner of Nite Capital LP, has the power to direct the affairs of
Nite Capital LP, including decisions with respect to the voting and sale of
shares of common stock. Keith A. Goodman is the managing member of Nite
Capital, LLC and as such directs its operations and may be deemed to
beneficially own these securities. The address of Nite Capital LP is 100
East Cook Ave #201, Libertyville, IL 60048.
(8) All of the shares registered hereby for UMBTRU & CO FBO Oberweis Micro-Cap
Fund were purchased in the secondary sale from Alliance 2000 on September
30, 2005. ENGlobal did not receive any proceeds from the secondary sale.
UMBTRU & CO FBO Oberweis Micro-Cap Fund is a registered investment company
under the Investment Company Act of 1940. The address of UMBTRU & CO FBO
Oberweis Micro-Cap Fund is UMBTRU & CO FBO Oberweis Micro-Cap Fund, c/o
Trust Department UMB Bank, NA PO Box 419260 Kansas City, MO 64141-6260.
(9) All of the shares registered hereby for Tontine Capital Partners, L.P. were
purchased in the private placement from the Company on September 30, 2005.
Net proceeds to the Company from the private placement were approximately
$13.1 million. Tontine Capital Management, L.L.C., the general partner of
Tontine Capital Partners, L.P., has the power to direct the affairs of
Tontine Capital Partners, L.P., including decisions with respect to the
voting and sale of shares of common stock. Jeffrey L. Gendell is the
managing member of Tontine Capital Management, L.L.C. and as such directs
its operations. Tontine Capital Management, L.L.C. and Mr. Gendell
expressly disclaim beneficial ownership of the shares of common stock
beneficially owned by Tontine Capital Partners, L.P. except to the extent
of their pecuniary interest. The address of Tontine Capital Partners, L.P.
is 55 Railroad Avenue, 3rd Floor, Greenwhich, Connecticut 06830.
(10) All of the shares registered hereby for UBS O'Connor LLC FBO O'Connor
Muti-Quantitative Strategies Master Limited were purchased in the secondary
sale from Alliance 2000 on September 30, 2005. ENGlobal did not receive any
proceeds from the secondary sale. UBS O'Connor LLC, the Investment Manager
of UBS O'Connor LLC FBO O'Connor Muti-Quantitative Strategies Master
Limited, has the power to direct the affairs of UBS O'Connor LLC FBO
O'Connor Muti-Quantitative Strategies Master Limited, including decisions
with respect to the voting and sale of shares of common stock. George
Locasto is the managing director of UBS O'Connor LLC and as such directs
its equity trading. The address of UBS O'Connor LLC FBO O'Connor
Muti-Quantitative Strategies Master Limited is One North Wacker Drive,
Floor 32, Chicago, IL 60606.
(11) All of the shares registered hereby for UBS O'Connor LLC f/b/o O'Connor
PIPES Corporate Strategies Ltd were purchased in the secondary sale on
September 30, 2005 from ML Burrow Family Partnership Ltd. Michael Burrow,
P.E., the general partner of ML Burrow Family Partnership Ltd., is the
President and Chief Executive Officer of the Company. ENGlobal did not
receive any proceeds from the secondary sale. UBS O'Connor LLC, the
Investment Manager of UBS O'Connor LLC f/b/o O'Connor PIPES Corporate
Strategies Ltd., has the power to direct the affairs of UBS O'Connor LLC
f/b/o O'Connor PIPES Corporate Strategies Ltd, including decisions with
respect to the voting and sale of shares of common stock. George Locasto is
the managing director of UBS O'Connor LLC and as such directs its equity
trading . The address of UBS O'Connor LLC f/b/o O'Connor PIPES Corporate
Strategies Ltd is One North Wacker Drive, Floor 32, Chicago, IL 60606.
11
REGISTRATION RIGHTS OF SELLING STOCKHOLDERS
We entered into a registration rights agreement with the selling
stockholders, pursuant to which we have filed a shelf registration statement, of
which this prospectus is a part, with the Commission relating to the resale of
the registrable securities. We have agreed to use our best efforts to cause the
shelf registration statement to become effective on or before December 29, 2005,
and to use our best efforts to keep the shelf registration statement effective
for two years after the date that the shelf registration statement is declared
effective.
When we use the term "registrable securities" in this section, we are
referring to:
o the shares of common stock offered by this prospectus; and
o any shares of common stock issued or issuable with respect to the
offered shares by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation or other
reorganization.
Any particular securities of common stock constituting registrable
securities will cease to be registrable securities when the securities:
o have been effectively registered under the Securities Act of 1933 (the
"Securities Act") and disposed of in accordance with the registration
statement covering them;
o have been sold to the public pursuant to Rule 144 or by a similar
provision of the Securities Act; or
o are eligible for resale under Rule 144(k) or by a similar provision of
the Securities Act.
We may suspend the use of the prospectus under certain circumstances
relating to pending corporate developments and events which would cause the
prospectus to contain an untrue statement of a material fact or omit a fact
necessary to make the statements therein not misleading. Any suspension period
shall not exceed:
o an aggregate of 30 days in any six-month period; or
o an aggregate of 60 days in any 12-month period.
In the event the shelf registration statement is not made effective as
described above or the prospectus included in the registration statement is
unavailable for periods in excess of those permitted above, we are required to
pay liquidated damages to each selling stockholder in an amount per month equal
to 1% of the amount purchased by such selling stockholder from the Company in
the September 2005 private placement and 1% of the amount purchased by the
selling stockholder from the officers of the Company in the September 2005
secondary sale.
Under the registration rights agreement we have agreed to:
o pay all expenses of the shelf registration statement;
o provide each registered holder copies of the prospectus;
o notify holders when the shelf registration statement has become
effective and the occurrence of any events effecting the accuracy or
effectiveness of the shelf registration statement; and
o take other reasonable steps reasonably necessary to effect the
registration of the registrable securities.
This summary is subject to, and is qualified in its entirety by reference
to, all the provisions of the registration rights agreement.
12
PLAN OF DISTRIBUTION
The selling stockholders (including their transferees, pledges, donees and
successors) may sell the offered shares from time to time directly to purchasers
or through broker-dealers or agents who may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders or the
purchasers. If the offered shares are sold through broker-dealers or agents, the
selling stockholders will be responsible for any discounts, concessions or
commissions payable to those broker-dealers or agents.
The offered shares may be sold in one or more transactions at:
o fixed prices;
o prevailing market prices at the time of sale or prices related to such
prevailing market prices;
o varying prices determined at the time of sale; or
o negotiated prices.
These sales may be effected in transactions:
o on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale;
o in the over-the-counter market;
o in privately negotiated transactions;
o through broker-dealers and resale exchanges;
o in a firm commitment or best efforts underwriting;
o otherwise than on such exchanges or services or in the
over-the-counter market; or through the writing of options.
The aggregate proceeds to the selling stockholders from the sale of the
shares will be the purchase price of such shares of common stock less discounts
and commissions, if any, payable by them. Each of the selling stockholders
reserves the right to accept and, together with their broker-dealers or agents
from time to time, to reject, in whole or in part, any proposed purchase of the
shares to be made directly or through broker-dealers or agents. We will not
receive any of the proceeds from the offering of the offered shares.
Our common stock is listed on the American Stock Exchange under the symbol
ENG.
In some states the shares may not be sold unless they have been registered
or qualified for sale or an exemption from registration or qualification
requirements is available and is complied with.
The selling stockholders may not sell any, or may sell less then all, of
the shares offered by them pursuant to this prospectus. In addition, any selling
stockholder may, to the extent permitted by applicable law, sell, transfer,
devise or gift the shares by means not described in this prospectus. In that
regard, any shares that qualify for sale pursuant to Rule 144A or Rule 144 under
the Securities Act may be sold under that rule, if applicable, rather than
pursuant to this prospectus.
The selling stockholders and any broker-dealers or agents that participate
in the distribution of the shares may be "underwriters" within the meaning of
Section 2(11) of the Securities Act. As a result, any profits on the sale of the
shares received by selling stockholders and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. If the selling
stockholders were deemed to be underwriters, the selling stockholders could be
subject to certain statutory liabilities under the federal securities laws,
including under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Securities Exchange Act of 1934 (the "Exchange Act").
13
The selling stockholders and any other persons participating in the
distribution of the offered shares will be subject to the Exchange Act. The
Exchange Act rules include, without limitation, Regulation M, which may limit
the timing of or prohibit the purchase and sale of the shares by the selling
stockholders and any such other person. In addition, under Regulation M, any
selling stockholder or other person engaged in the "distribution," within the
meaning of Regulation M, of the shares may not engage in market-making
activities with respect to the shares for certain periods prior to the sale of
the offered shares, unless an applicable exemption is available under Regulation
M. The foregoing may affect the marketability of the offered shares and the
ability of any person or entity to engage in market-making activities with
respect to those shares.
Pursuant to the registration rights agreements described above under
"Registration Rights of Selling Stockholders," we and the selling stockholders
have agreed, subject to exceptions, to indemnify each other against specified
liabilities, including liabilities under the Securities Act, and may be entitled
to contribution from each other in respect of those liabilities.
We will pay substantially all of the expenses incident to the offering and
sale of the offered shares pursuant to this prospectus, including the reasonable
fees and expenses of a single counsel retained by a majority of the selling
stockholders. We will not pay any underwriting discounts, selling commissions or
stock transfer taxes attributable to the sale of the offered shares.
Under the registration rights agreement, we may be required from time to
time to require holders of offered shares to discontinue the sale or other
disposition of those shares under specified circumstances. See "Registration
Rights of Selling Stockholders" above.
USE OF PROCEEDS
We received approximately $13.1 in net proceeds from the sale of 2,000,000
shares of our common stock to Tontine Capital Partners, L.P. in the private
placement on September 30, 2005. The net proceeds from the private placement
were used to pay amounts outstanding under our line of credit with Comerica Bank
and other long-term debt and for general corporate purposes. We will not receive
any of the proceeds from the sale of the common stock offered by the selling
stockholders. All proceeds from the sale of these shares will be solely for the
accounts of the selling stockholders.
LEGAL MATTERS
The validity of the issuance of common stock offered hereby will be passed
upon for us by Hale, Lane, Peek, Dennison and Howard, a Professional
Corporation, Reno, Nevada.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2004 have been so
incorporated in reliance on the report of Hein & Associates LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Exchange Act, under
which we file annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy materials that we have
filed with the Commission at its public reference room located at 100 F. Street,
N.E., Room 1580, Washington D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference room. Our
Commission filings are also available to the public on the Commission's Internet
website at www.sec.gov.
We incorporate by reference into this prospectus the documents listed below
and any future filings we make with the Commission under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, including any filings on or after the date of
this prospectus, until we have sold all of the offered securities to which this
14
prospectus relates or the offering is otherwise terminated. The information
incorporated by reference is an important part of this prospectus. Any statement
in a document incorporated by reference into this prospectus will be deemed to
be modified or superseded to the extent a statement contained in (1) this
prospectus or (2) any other subsequently filed document that is incorporated by
reference into this prospectus modifies or supersedes such statement. The
documents incorporated by reference herein include:
o our Annual Report on Form 10-K for the year ended December 31, 2004;
o our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005,
June 30, 2005 and September 30, 2005;
o our Current Reports on Form 8-K filed on January 31, 2005, March 31,
2005, August 12, 2005, and October 5, 2005; and
o our Form 10-SB Registration Statement filed with the Commission on
January 27, 1997, including any amendment or report filed for the purpose of
updating such description, in which there is described the terms, rights and
provisions applicable to our common stock.
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any and all of the documents that have been or may be incorporated by
reference in this prospectus. You should direct requests for documents by
writing to:
ENGlobal Corporation
654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060-5914
Tel: (281) 878-1000
Attention: Investor Relations Officer
15
2,960,714 Shares
ENGLOBAL CORPORATION
Common Stock
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PROSPECTUS
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The date of this prospectus is December 20, 2005