Rule 424(b)(3)
No. 333-84273
PROSPECTUS
STREICHER MOBILE FUELING, INC.
1,350,000 SHARES OF COMMON STOCK
-----------------
We issued 1,150,000 warrants in our initial public offering
in December 1996. We also granted to the underwriter of our
initial public offering an option to purchase 100,000 shares of
common stock and 100,000 warrants. This prospectus covers the
common stock issuable upon exercise of the warrants and the
underwriter's option, including the shares issuable upon exercise
of the underlying warrants.
The warrants are exercisable until 5:00 p.m., New York time,
on December 11, 2002 at an exercise price of $6.90 per share of
common stock, subject to adjustment in certain events. The
underwriter's option is exercisable until 5:00 p.m., New York
time, on December 11, 2002 at an exercise price of $9.30 per
share of common stock and $.19375 per warrant, subject to
adjustment in certain events. The exercise price of the
underwriter's warrants is $9.30 per share of common stock.
We may redeem the warrants, at a redemption price of $0.01
per warrant, if the average closing bid price of our common stock
equals or exceeds $10.50 per share for twenty consecutive trading
days.
For more information concerning the terms of the warrants
and the underwriter's option, see "Description of the Warrants
and Underwriter's Option" on page 8.
Our common stock is quoted on the Nasdaq SmallCap Market
under the symbol "FUEL," and the warrants are quoted on The
Nasdaq SmallCap Market under the symbol "FUELW." On November 28,
2001, the closing price of our common stock was $1.25 per share
and the closing price of the warrants was $0.06 per warrant.
-----------------
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 November 29, 2001
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission. This
prospectus provides you with a general description of our
warrants and common stock issuable upon exercise of the warrants
and underwriter's option. You should read this prospectus
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 7
Legal Matters 8
Experts 9
Where You Can Find More Information 9
-----------------
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 making an investment decision. You should
pay special attention to the risks of investing in our common
stock as discussed under "Risk Factors." When used in this
prospectus, the terms "we," "our" and "us" refer to Streicher
Mobile Fueling, Inc.
STREICHER MOBILE FUELING, INC.
We are an outsourcing value added refueling service for
vehicle fleets, primarily customers operating large fleets of
vehicles (such as governmental agencies, utilities, major
trucking lines, hauling and delivery services and national
courier services). Custom fuel trucks deliver fuel on a
regularly scheduled or as needed basis directly to vehicles at
customers' locations, assuring our customers a dependable supply
of fuel at competitive fuel prices and service fees. We utilize
a proprietary electronic fuel management system to measure,
record and track fuel dispensed to each vehicle fueled at a
customer location allowing verification of the amount of fuel
delivered and providing customers with fleet fuel data for
management analysis and tax reporting. Our fuel management
system also reduces the risk of employee theft by dispensing fuel
only to authorized vehicles.
We believe that our mobile fueling services provide several
economic and other advantages to our customers, including:
o eliminating the costs and potential environmental
liabilities associated with equipping and maintaining fuel
storage and dispensing facilities
o reducing labor and administrative costs associated with
fueling vehicles
o providing centralized control over fuel usage and
inventories
We presently operate from 15 locations in 5 states. As of
September 30, 2001, we operated a fleet of over 100 fuel trucks,
serviced approximately 850 customer locations and delivered fuel
at a rate of approximately 5.0 million gallons per month.
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 1,350,000 shares of common stock,
consisting of:
o 1,150,000 shares of common
stock issuable upon exercise
of our outstanding warrants,
o 100,000 shares of common stock
issuable upon exercise of an
option granted to the underwriter
of our initial public offering, and
o 100,000 shares of common stock
underlying the warrants issuable
upon exercise of the underwriter's
option.
Offering Price Per Share The price per share of the common
stock offered hereby is:
o $6.90 for the common stock issuable
upon exercise of our outstanding
warrants, and
o $9.30 for the common stock issuable
upon exercise of the underwriter's
option, including the shares issuable
upon exercise of the underlying
warrants.
Use of Proceeds We will use the net proceeds of
this offering for general corporate
purposes, including working capital.
Trading Our common stock is quoted on the
Nasdaq SmallCap Market under the
symbol "FUEL." The warrants are quoted
on the Nasdaq SmallCap Market under the
symbol "FUELW."
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.
WE HAVE A HISTORY OF LOSSES AND MAY INCUR FURTHER LOSSES.
In July 2001 we changed our fiscal year-end from January 31
to June 30. The five-month transition period of February 1, 2001
through June 30, 2001 preceded the start of our new fiscal year.
We incurred a net loss of $1.3 million during the fiscal year
ended January 31, 2001, $2.0 million for the five month
transition period ended June 30, 2001 and $307,000 for the three
month period ended September 30, 2001. While we had net income
of $472,000 during fiscal 2000, we also incurred net losses of
$1.1 million during fiscal 1999 and $475,000 during fiscal 1998.
We received "going concern" audit opinions on our financial
statements for fiscal 2001 and fiscal 2000. As of September 30,
2001, we had a retained deficit of $5.0 million. Our growth over
the past several years and our negative cash flows from operating
activities have been financed by bank borrowings, private sales
of common stock and equipment financing. Our operating expenses
have increased as business has grown and can be expected to
continue to increase. We cannot assure you that we will operate
profitably in the future.
OUR BUSINESS IS CAPITAL INTENSIVE.
Our business is capital intensive and we may require
additional capital in order to operate and expand. We have used
long-term and working capital financing to fund capital
expenditures for fuel trucks and related equipment and to carry
customer accounts receivable. Our debt may increase in the
future if we borrow additional funds for working capital or to
finance corporate growth. If we are unable to obtain sufficient
additional capital in the future, we may have to limit our growth
and may not be able to pay for all of our operating expenses.
Effective May 1, 2001 we renewed and extended our
$10,000,000 line of credit agreement with BankAtlantic to April
30, 2002. The interest rate on this line of credit fluctuates
with the prime lending rate, and if interest rates rise, we will
have greater interest costs. Since January 2001 we obtained $2.8
million of equity capital from the private placement of common
stock and $2.4 million from the issuance of convertible
subordinated promissory notes. If we raise additional funds by
issuing additional shares of common stock, our shareholders may
experience significant dilution.
THE VALUE OF OUR COMMON STOCK MAY FLUCTUATE.
The shares of our common stock are thinly traded on the
NASDAQ system which might make it difficult for you to sell your
shares at a predictable price or at all. Additionally, this can
result in volatility in the market price of the shares. Our
quarterly operating results, changes in general conditions of the
economy and the financial markets or other developments affecting
our business could cause the market price of our common stock to
fluctuate, thus making it difficult to sell the shares.
OUR BUSINESS IS SENSITIVE TO FLUCTUATIONS IN DIESEL FUEL AND
GASOLINE PRICES.
Diesel fuel and gasoline are commodities, the wholesale
prices of which are subject to volatility in response to changes
in supply or other market conditions over which we have no
control. We endeavor to sell fuel to our customers at prices in
excess of wholesale costs. Our margins from the sale of fuel
fluctuate as a result of changes in the wholesale procurement
cost of diesel fuel and gasoline. If we cannot pass on future
increases in wholesale prices of diesel fuel and gasoline to our
customers, we may experience decreases in our margins and
associated losses.
WE MAY NOT BE ABLE TO SUCCESSFULLY EXPAND OUR BUSINESS.
A significant element of our growth strategy is to expand
our business into additional major and secondary metropolitan
areas. We also plan to increase the amount of business in
markets we currently serve. Our ability to expand our business
will largely depend on whether we can:
o demonstrate the benefits of mobile fueling to potential
new customers;
o successfully establish and operate new locations;
o hire and retain qualified management, marketing,
operating and other personnel;
o obtain adequate financing for capital expenditures and
working capital purposes;
o secure reliable sources of product supply on a timely
basis and on commercially reasonable credit terms; or
o effectively manage our growth.
We cannot assure you that we will be able to successfully
enter new markets or expand our business in markets we currently
serve.
OUR ACQUISITION STRATEGY HAS CERTAIN RISKS.
Our acquisition strategy is subject to the following risks:
o We may not be able to identify additional suitable
acquisition candidates available for sale at acceptable
prices and terms.
o Acquisitions may cause a disruption in our ongoing
business, distract our management and make it difficult
to maintain our operating standards, controls and
procedures.
o We may not be able to consummate any acquisition or
successfully integrate the services and personnel of an
acquisition into our operations.
o We may be required to incur additional debt or issue
equity securities, which may be dilutive to existing
shareholders.
OUR PRESIDENT AND OTHER KEY PERSONNEL ARE VITAL TO OUR BUSINESS
AND THESE KEY PERSONNEL MAY NOT REMAIN WITH US IN THE FUTURE.
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 management,
operating, marketing, sales and financial personnel. The loss of
the services of Mr. Gathright or other key personnel could
seriously harm us. 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. If we are unable to hire or retain these personnel
our business may suffer.
WE COULD LOSE ONE OF OUR MAJOR CUSTOMERS.
Revenue from our three largest customers totaled
approximately $12.1 million in fiscal 2001, $13.4 million in
fiscal 2000 and $10.8 million in fiscal 1999. Our business could
be adversely affected if we lost one or more of these customers.
WE DO NOT HAVE WRITTEN AGREEMENTS WITH MOST OF OUR CUSTOMERS.
We do not have written agreements with most of our customers
and these customers can terminate our mobile fueling services at
any time and for any reason. Our business could be adversely
affected if we lost major customers or experienced a high rate of
service terminations.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.
We compete for customers with other providers of fueling
services, including several regional operators and numerous small
independent operators. We believe some of our existing
competitors have significantly greater financial and marketing
resources. We also compete for customers whose drivers fuel
their own vehicles at retail gas stations. We also may encounter
competition from major oil companies which distribute fuel and
other similar petroleum products, which are larger, more
established and have greater financial, marketing and other
resources.
Our ability to compete depends on many factors, some of
which are outside of our control. These factors include product
and service prices, reliability, credit terms, name recognition,
delivery time, quality of service and administrative support. We
cannot assure you that we will remain competitive.
OUR INSURANCE MAY NOT BE ADEQUATE.
Our operations involve hazards and risks related to
handling, storing and transporting diesel fuel and gasoline,
which are classified as hazardous materials. Although we believe
that our current insurance coverage is adequate, we cannot assure
you that our coverage will be sufficient to protect us from
liabilities and expenses that may arise from claims for personal
and property damage arising in the ordinary course of our
business. We also cannot assure you that we will be able to
maintain our current levels of insurance or that we will be able
to insure our operations at economical prices.
OUR BUSINESS IS SUBJECT TO NUMEROUS GOVERNMENT REGULATIONS.
Our business is subject to numerous federal, state and local
laws. 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 own acts, even if they were in
compliance with all applicable laws at the time such acts were
performed. Sanctions for noncompliance may include revocation of
our 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.
The transportation of diesel fuel and gasoline is subject to
regulation by various federal, state and local agencies,
including the U.S. Department of Transportation. These
regulatory authorities have broad powers, and we are subject to
regulatory and legislative changes that can affect the economics
of our industry by requiring changes in operating practices or
influencing the demand for, and the cost of providing, our
services. Among other things, our drivers must possess a
commercial drivers license with a hazardous materials
endorsement. We are also subject to the rules and regulations of
the Hazardous Materials Transportation Act. For example, our
drivers and their equipment must comply with DOT's pre-trip
inspection rules, documentation requirements and limitations on
the amount of fuel transported as well as driver time
limitations. Additionally, we are subject to DOT inspections
which occur at random intervals. If we are found to have
materially violated DOT rules or the Hazardous Materials
Transportation Act, we could be subject to citations and/or
fines.
We depend on the supply of diesel fuel and gasoline from the
petroleum industry. Therefore, we are affected by changing
taxes, price controls and other laws and regulations relating to
the petroleum industry generally.
Although we believe that we are in substantial compliance
with existing laws and regulations, we cannot assure you that we
will not incur substantial costs for compliance with such laws
and regulations in the future. Moreover, it is possible that
future laws and regulations, such as stricter environmental laws,
regulations and enforcement policies, will result in our
incurring additional, presently unquantifiable, costs or
liabilities.
CHANGES IN ENVIRONMENTAL REQUIREMENTS MAY REDUCE THE MARKET FOR
OUR SERVICES.
We expect to derive a significant amount of our future
business by converting to mobile fueling customers fleet
operators which currently utilize underground fuel storage tanks
for their fueling needs. Under current federal regulations, the
owners of such underground storage tanks are required to remove
or retrofit such tanks to comply with technical requirements
pertaining to their construction and operation. If other, more
economical means, of compliance are developed or adopted by
owners of underground storage tanks, our opportunity to market
our services to these owners may be adversely affected.
WE DO NOT PLAN TO PAY DIVIDENDS.
We intend to retain any future earnings for use in the
development of our business and do not anticipate paying any cash
dividends on our common stock in the foreseeable future.
USE OF PROCEEDS
The maximum proceeds to us from this offering would be
approximately $9.9 million. This assumes that all of our
outstanding warrants are exercised, and the underwriter's option
is exercised (including the warrants underlying the underwriter's
option). We estimate that our expenses in connection with this
offering will be approximately $25,000, not including warrant
solicitation fees, if any.
We will use the net proceeds of this offering, to the extent
that the warrants are exercised, for general corporate purposes,
including working capital.
PLAN OF DISTRIBUTION
GENERAL
This offering is being made by Streicher Mobile Fueling and
is not underwritten. We will issue the shares of common stock
offered pursuant to this prospectus from time to time, if and
when our outstanding warrants or the underwriter's option are
properly exercised.
In connection with our initial public offering, we agreed to
pay Argent Securities, Inc. a warrant solicitation fee equal to
5% of the exercise price of the warrants exercised. We will pay
this warrant solicitation fee if all of the following conditions
are met:
o the market price of our common stock on the date that any
warrant is exercised is greater than the exercise price of
the warrant;
o the exercise of such warrant was solicited by Argent
Securities;
o if the warrant was held in a discretionary account, Argent
Securities received prior specific written approval for
exercise from its customer;
o Argent Securities disclosed this compensation to the
warrant holder prior to or upon the exercise of the
warrant;
o Argent Securities' solicitation of the exercise is not in
violation of the Exchange Act;
o Argent Securities provided bona fide services in exchange
for the warrant solicitation fee; and
o Argent Securities has been specifically designated in
writing by the holder of the warrants as the broker.
We are not required to pay the warrant solicitation fee if
to do so would be inconsistent with the guidelines of the NASD
and the rules and regulations of the SEC.
DESCRIPTION OF THE WARRANTS AND UNDERWRITER'S OPTION
WARRANTS
The warrants were issued under a warrant agreement dated as
of November 29, 1996, between us and American Stock Transfer &
Trust Company, as warrant agent. The following summarizes some,
but not all, of the provisions of the warrants. You should refer
to the warrant agreement for the definitive terms and conditions
of the warrants. The warrant agreement has been incorporated by
reference as an exhibit to the registration statement of which
this prospectus is a part.
Each warrant entitles the holder to purchase one share of
common stock at a exercise price of $6.90 per share. The
warrants expire at 5:00 p.m., New York time, on December 11,
2002.
The number of shares of common stock that may be purchased
upon exercise of the warrants will be adjusted if we make a
dividend distribution to our stockholders or subdivide, combine
or reclassify our outstanding shares of common stock. In
addition, the exercise price of the warrants will be adjusted if
we issue additional common stock or rights to acquire common
stock at a price per share that is less than the current market
price per share of common stock. For this purpose, the term
"current market price" means the average of the daily closing
prices for the twenty consecutive trading days ending three days
prior to the issuance or record date. However, the exercise
price of the warrants will not be adjusted if we issue options
under our stock option plans, or if we issue common stock upon
exercise of these options, the underwriter's option (or the
warrants issuable to the underwriter when it exercises this
option) or any other options or warrants that were outstanding as
of December 11, 1996. The exercise price of the warrants will
also be adjusted if we consolidate or merge and make a
distribution to our stockholders of our assets or evidences of
indebtedness (other than cash or stock dividends).
We may redeem the warrants, at a redemption price of $0.01
per warrant, at any time upon thirty days' prior written notice,
if the average closing bid price of our common stock equals or
exceeds $10.50 per share for twenty consecutive trading days.
We may at any time extend the exercise period of the
warrants. If we do so, we will give written notice of the
extension to the warrant holders prior to the expiration date in
effect at the time of the extension. Also, we may reduce the
exercise price of the warrants for limited periods or through the
end of the exercise period if our Board of Directors deems it
appropriate. We do not presently contemplate any extension of
the exercise period or a reduction in the exercise price of the
warrants.
UNDERWRITER'S OPTION
In connection with our initial public offering we sold
Argent Securities, Inc., the underwriter, an option to purchase
up to 100,000 shares of common stock at $9.30 per share and
warrants at an exercise price of $.19375 to purchase an
additional 100,000 shares, at an exercise price of $9.30 per
share. The underwriter's option expires at 5:00 p.m., New York
time, on December 11, 2002. The exercise price of the warrants
subject to the underwriter's option and the number of shares of
common stock covered by these warrants, are subject to adjustment
on similar terms as our other outstanding warrants.
LEGAL MATTERS
Greenberg Traurig, P.A., Miami, Florida provided us with an
opinion as to legal matters in connection with the common stock
offered by this prospectus.
EXPERTS
The consolidated financial statements and schedule of
Streicher Mobile Fueling, Inc. as of January 31, 2001 and 2000,
and for each of the years in the three-year period ended January
31, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG LLP covering the
January 31, 2001 financial statements contains an explanatory
paragraph that states that the Company has incurred an operating
loss for the current fiscal year and these losses have continued
in periods subsequent to year end. These losses and the
reduction in the Company's cash reserves have raised substantial
doubt about its ability to continue as a going concern. The
consolidated financial statements and financial statement
schedule do not include any adjustments that might result from
the outcome of this uncertainty.
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
January 31, 2001;
o Our Transition Report on Form 10-QT for the transition
period from February 1, 2001 to June 30, 2001;
o Our Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2001; 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 Creed Road, Suite 580
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.