-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfFQ+zXhBit4WbgvLzH0H5tX28Q+YUWZlgMfWXAOqc60WpwFz2FuTh/rtzVsOMoQ UguNnmAj4zEAPCEyqYuHvw== 0001021432-96-000006.txt : 19961203 0001021432-96-000006.hdr.sgml : 19961203 ACCESSION NUMBER: 0001021432-96-000006 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961202 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD ACQUISITIONS INC CENTRAL INDEX KEY: 0001027649 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521995536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17117 FILM NUMBER: 96674758 BUSINESS ADDRESS: STREET 1: 1504 R STREET, NW CITY: WASHINGTON, D.C. STATE: DC ZIP: 20009 BUSINESS PHONE: 202/387-5400 MAIL ADDRESS: STREET 1: 1504 R STREET NW CITY: WASHINGTON STATE: DC ZIP: 10009 S-1 1 REGISTRATION STATEMENT November 29, 1996. Registration No. 33- ============================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- SHEFFIELD ACQUISITIONS, INC. --------------------------------- (Exact Name of registrant as specified in its charter) Delaware 52-1995536 6770 (State or (I.R.S. Employer (Primary Standard jurisdiction Identification Classification of Incorporation Number) Code Number) ---------- 1504 R Street, N.W. Washington, D.C. 20009 (202) 387-1782 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) James M. Cassidy, President Sheffield Acquisitions, Inc. 1504 R Street, N.W. Washington, D.C. 20009 (202) 387-1782 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE
Proposed Maximum Title of Maximum Aggregate Amount of Regis- Securities Amount to be Offering Offering tration to be Registered Registered(1) per Share(2) Price Fee - ------------------------------------------------------------------ Shares of Common 500,000 0 0 0 Stock par value $.0001 to be distributed as a dividend Subscription Rights 1,000,000 0 0 0 Shares of Common 2,000,000 $2.50 $5,000,000 $1,515 issuable upon exercise of Subscription Rights Total $5,000,000 $1,515
(1) Based upon the maximum number of shares of Sheffield Common Stock and Subscription Rights estimated to be distributed as a dividend. No consideration will be paid for the securities. (2) Estimated solely for the purpose of calculating the registration fee. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. SHEFFIELD ACQUISITIONS, INC. CROSS REFERENCE SHEET Between Items in Form S-1 and Prospectus Pursuant to Item 501(b) of Regulation S-K Form S-1 Item Number and Caption Location or Caption in Prospectus 1. Forepart of The Registration Facing Page of the Statement and Outside Front Registration Cover Page of Prospectus Statement 2. Inside Front and Outside Back Inside Front Cover Cover Pages of Prospectus Page 3. Summary Information, Risk Summary; Risk Factors; Factors and Ratio of Earnings Not Applicable to Fixed 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Not Applicable Price 6. Dilution Dilution 7. Selling Security Holders Not Applicable 8. Plan of Distribution Outside Front Cover page; Summary; Introduction; The Distribution 9. Description of Securities Outside Front Cover to be registered Page; Summary; The Distribution; Capitalization; Description of Capital Stock 10. Interests of Named Experts Legal Counsel; Experts and Counsel 11. Information with Respect Introduction; Risk to the Registrant Factors; Summary; The Distribution; Capitalization; Selected Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management; Financial Statements 12. Disclosure of Commission Management Position on Indemnification for Securities Act Liabilities PROSPECTUS Subject to Completion, Dated____ SHEFFIELD ACQUISITIONS, INC. 500,000 Shares of Common Stock and 1,000,000 Subscription Rights to Purchase 2,000,000 Shares of Common Stock Issuable upon Exercise of Subscription Rights This Prospectus is being furnished to holders of common stock of First Agate Capital Corporation ("First Agate") by Sheffield Acquisitions, Inc. ("Sheffield") in connection with the distribution (the "Distribution") to them of (i) up to 500,000 shares (the "Dividend Shares") of common stock of Sheffield, par value $.0001 per share (the "Sheffield Common Stock") and (ii) up to 1,000,000 stock rights (the "Subscription Rights") entitling the holder to purchase two (2) additional shares of Sheffield Common Stock for each Subscription Right (the "Subscription Stock"). SEE "The Distribution". In the Distribution, each First Agate stockholder will receive one Dividend Share and two Subscription Rights for each share of First Agate common stock owned as of _____________, 1996 (the "Record Date"). Neither First Agate nor Sheffield will receive any cash or other proceeds from the Distribution, and First Agate stockholders will not make any payment for the Dividend Shares and Subscription Rights. Sheffield may receive proceeds upon the exercise of Subscription Rights in the future. SEE "The Distribution." The Dividend Shares were purchased by First Agate on October 29, 1996 for a purchase price of $.001 per share. The balance of 4,500,000 shares (90%) of the Sheffield Common Stock currently outstanding is owned by Pierce Mill Associates, Inc., a Delaware corporation ("Pierce Mill") and was acquired for a purchase price of $.0001 per share. SEE "Sheffield Acquisitions, Inc." The Subscription Rights will become exercisable, if at all, when determined by the Board of Directors of Sheffield. SEE "Commencement of Subscription Period." If and when they become exercisable, each Subscription Right will entitle the holder thereof to purchase from Sheffield two authorized but heretofore unissued shares of the Subscription Stock for a period of twenty days commencing on the eighth business day after the effective date of the Post-Effective Amendment. The purchase price under the Subscription Rights will be established by Sheffield and will be not more than $2.50 per share of Subscription Stock. SEE "Subscription Price." Stockholders who fully exercise their Subscription Rights will be entitled to the additional privilege of subscribing, subject to certain limitations, for any Subscription Stock subject to unexercised Subscription Rights. SEE "Over-Subscription Privilege." The Dividend Shares and the Subscription Stock will be held in escrow and are non-transferable until after completion of a Business Combination. The Subscription Rights will be held in escrow until action by the Board of Directors of Sheffield but will be non-transferable until after completion of a Business Combination even if earlier released from escrow. SEE "Escrow of Dividend Shares and Subscription Rights." The net proceeds from any exercise of the Subscription Rights will remain in an escrow account subject to release upon consummation of a Business Combination. SEE "Escrow of Proceeds upon Exercise of Subscription Rights." THE DISTRIBUTION OF THE DIVIDEND SHARES AND THE SUBSCRIPTION RIGHTS WILL BE CONDUCTED IN ACCORDANCE WITH RULE 419 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THE DIVIDEND SHARES AND THE SUBSCRIPTION STOCK ISSUED UPON EXERCISE OF SUBSCRIPTION RIGHTS WILL BE HELD IN ESCROW AND ARE NON-TRANSFERABLE BY THE HOLDER THEREOF UNTIL AFTER THE COMPLETION OF A BUSINESS COMBINATION (AS DEFINED HEREIN) IN COMPLIANCE WITH RULE 419. UNTIL RELEASE FROM ESCROW, NEITHER THE DIVIDEND SHARES NOR THE SUBSCRIPTION STOCK MAY BE TRADED OR TRANSFERRED NOR MAY THE SUBSCRIPTION RIGHTS BE EXERCISED. SEE "INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419". THE NET PROCEEDS FROM THE EXERCISE OF THE SUBSCRIPTION RIGHTS WILL REMAIN IN AN ESCROW ACCOUNT SUBJECT TO RELEASE UPON CONSUMMATION OF A BUSINESS COMBINATION THAT HAS BEEN DESCRIBED IN A POST-EFFECTIVE AMENDMENT. SEE "INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419." The Distribution will be made as of the effective date of this Prospectus (the "Distribution Date"). It is expected that certificates evidencing the Dividend Shares and Subscription Rights will be mailed to the Distribution Agent (as defined below) on or about ________________, 1996. There is no current public trading market for the Dividend Shares, Subscription Rights or Subscription Stock and none is expected to develop, if at all, until after agreement to a Business Combination. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION "RISK FACTORS" ON PAGE 8 OF THIS PROSPECTUS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Maximum Price Underwriting Discounts Proceeds to Public (1) and Commissions to Sheffield Per Share $0.00 -0- $0.00 Per Exercise of Subscription Right $2.50 (2) -0- $5,000,000 Total $5,000,000 (1) No consideration will be paid by First Agate stockholders in connection with the distribution of the Dividend Shares and the Subscription Rights. (2) Based upon the maximum exercise price of $2.50 per share underlying the Subscription Rights. - ------------------------ The date of this Prospectus is __________, 1996. SHEFFIELD HAS MADE APPLICATION TO REGISTER THE DISTRIBUTION OF THE DIVIDEND SHARES, SUBSCRIPTION RIGHTS, AND SUBSCRIPTION STOCK IN THE STATES OF ______________________________ AND IS RELYING UPON SELF-EXECUTING EXEMPTIONS IN THE STATES OF ALASKA, ALABAMA, ARIZONA,ARKANSAS, CONNECTICUT, FLORIDA, GEORGIA, ILLINOIS, KANSAS, KENTUCKY,LOUISIANA, MARYLAND, MASSACHUSETTS, MICHIGAN, MISSISSIPPI, MISSOURI, NEVADA, NEW JERSEY, NEW MEXICO, NORTH CAROLINA, OKLAHOMA, OREGON,SOUTH CAROLINA, SOUTH DAKOTA, TENNESSEE, AND TEXAS (EACH OF THE FOREGOING STATES, HEREINAFTER COLLECTIVELY REFERRED TO AS THE "INITIAL DISTRIBUTION STATES"). IN ORDER TO RECEIVE DIVIDEND SHARES AND SUBSCRIPTION RIGHTS IN THE DISTRIBUTION, STOCKHOLDERS MUST BE RESIDENTS OF THE INITIAL DISTRIBUTION STATES. PERSONS WHO ARE NOT RESIDENTS OF THE INITIAL DISTRIBUTION STATES WILL NOT RECEIVE DIVIDEND SHARES OR SUBSCRIPTION RIGHTS UNTIL DISTRIBUTION TO SUCH PERSONS CAN BE MADE IN COMPLIANCE WITH STATE SECURITIES LAWS APPLICABLE TO SUCH PERSONS (SEE "RISK FACTORS-LIMITED STATE REGISTRATION; RESTRICTED RESALES OF THE SECURITIES.") AS INDICATED ABOVE, THE COMPANY'S OFFERING IS SUBJECT TO THE PROVISIONS OF RULE 419. WHILE HELD IN THE ESCROW ACCOUNT, RULE 15G-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934 MAKES IT UNLAWFUL FOR ANY PERSON TO SELL OR OFFER TO SELL THE DEPOSITED SECURITIES (OR ANY INTEREST IN OR RELATED TO THE DEPOSITED SECURITIES). THUS, INVESTORS ARE PROHIBITED FROM MAKING ANY ARRANGEMENTS TO SELL THE DEPOSITED SECURITIES UNTIL THEY ARE RELEASED FROM THE ESCROW ACCOUNT (SEE "RISK FACTORS" AND "PROHIBITIONS AGAINST SALE OF SECURITIES BEFORE RELEASE FROM ESCROW.") PURCHASERS OF SUBSCRIPTION STOCK IN ANY SECONDARY TRADING MARKET WHICH MAY DEVELOP AFTER A BUSINESS COMBINATION HAS BEEN CONSUMMATED AND THE SUBSCRIPTION STOCK RELEASED FROM ESCROW MUST BE RESIDENTS OF THE INITIAL DISTRIBUTION STATES. AVAILABLE INFORMATION Sheffield has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act with respect to the securities offered hereby. This Prospectus does not contain all the information contained in the Registration Statement. For further information regarding Sheffield and the securities offered hereby, reference is made to the Registration Statement, including all exhibits and schedules thereto, which may be inspected without charge at the public reference facilities of the Commission's Washington, D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549. Each statement contained in this Prospectus with respect to a document filed as an exhibit to the Registration Statement is qualified by reference to the exhibit for a complete statement of its terms and conditions. After the Distribution, Sheffield will be subject to the informational requirements of the Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith will file reports and other information with the Commission. Reports, proxy statements and other information filed by the Company can be inspected and copied on the Commission's home page on the World Wide Web at http://www.sec.gov or at the public reference facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following Regional Offices: 7 World Trade Center, Suite 1300, New York, N.Y. 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois. 60661-2511. Such material can also be inspected at the New York, Boston, Midwest, Pacific and Philadelphia Stock Exchanges. Copies can be obtained by mail at prescribed rates. Request should be directed to the Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Sheffield intends to furnish its stockholders with annual reports containing audited financial statements and such other reports as may be required by law. SUMMARY The following is a summary of certain information contained elsewhere in this Prospectus and is qualified in its entirety by reference to, and should be read in conjunction with, the detailed information and financial statements contained herein. Capitalized terms not defined in this Summary are defined elsewhere in this Prospectus. DISTRIBUTING COMPANY First Agate Capital Corporation, a Delaware corporation ("First Agate"). DISTRIBUTED COMPANY Sheffield Acquisitions, Inc. ("Sheffield"), formed on September 25, 1996 to serve as a vehicle to seek and effect a merger, exchange of capital stock, asset acquisition or other business combination (a "Business Combination") with an operating business (a "Target Business"). Pierce Mill Associates, Inc. ("Pierce Mill") owns 4,500,000 shares (90%) of the outstanding Sheffield Common Stock. The officers and directors of Pierce Mill are the officers and directors of Sheffield, and will be principally responsible for seeking, evaluating and consummating a Business Combination with a Target Company. First Agate purchased the Dividend Shares and is participating in the Distribution in order to provide First Agate shareholders with the opportunity to participate in ownership of such Target Business. BUSINESS PURPOSE OF SHEFFIELD Sheffield was established to acquire a Target Business primarily located in the United States, but its efforts will not be limited to a particular industry. In seeking a Target Business, Sheffield may consider, without limitation, businesses which (i) offer or provide services or develop, manufacture or distribute goods in the United States or abroad, (ii) engage in wholesale or retail distribution, or (iii) engage in the financial services or similar industries. Sheffield has not entered into any negotiations with any entity or representatives of any entity regarding a Business Combination. Sheffield may, under certain circumstances, seek to effect Business Combinations with more than one Target Business. PRINCIPAL STOCKHOLDERS After the Distribution, First Agate stockholders will own 500,000 shares of Sheffield Common Stock (10% of the then outstanding Sheffield Common Stock), and 1,000,000 Subscription Rights to purchase an additional 2,000,000 shares of Subscription Stock. Pierce Mill will own 4,500,000 shares of Sheffield Common Stock (90% of the then outstanding Sheffield Common Stock). SECURITIES TO BE DISTRIBUTED First Agate will distribute to its shareholders up to 500,000 Dividend Shares and up to 1,000,000 Subscription Rights. Each Subscription Right entitles the holder thereof to purchase two (2) shares of Common Stock for a purchase price to be established by Sheffield's Board of Directors ("Board of Directors"), such price to be not more than $2.50 per share (the "Subscription Price"). Sheffield will effect the Distribution of the Dividend Shares and Subscription Rights on the Distribution Date by delivering the Dividend Shares, Subscription Rights and subscription forms ("Subscription Forms") to Comprehensive Capital, Inc., Westbury, New York, as the distribution agent (the "Distribution Agent"), for distribution to stockholders of First Agate as described herein. The Distribution Agent will provide each First Agate stockholder with a copy of this Prospectus and notice of the number of Dividend Shares and Subscription Rights each is entitled to receive but no certificates will be issued or distributed with respect to the Dividend Shares or Subscription Rights at that time. All the Dividend Shares and Subscription Rights will be held in escrow by the Distribution Agent until distributed as provided herein.SEE "Escrow of Dividend Shares and Subscription Rights." No stockholder of First Agate will be required to pay any cash or other consideration for the Dividend Shares or Subscription Rights received in the Distribution or to surrender or exchange shares of First Agate common stock or to take any other action in order to receive the Dividend Shares and Subscription Rights. The Distribution will not affect the number of, or the rights attaching to, outstanding shares of First Agate common stock. No vote of First Agate stockholders is required. DISTRIBUTION CONDUCTED IN COMPLIANCE WITH RULE 419 The Distribution of the Dividend Shares and Subscription Rights is being conducted in compliance with Rule 419. Holders of the Dividend Shares and Subscription Rights have certain rights and will receive the substantive protection provided by the Rule. To that end, the Dividend Shares and the Subscription Stock (hereinafter, the "Escrowed Securities") will all be deposited into an escrow account until an acquisition which meets specific criteria is completed. The funds received upon exercise of Subscription Rights will also be deposited in an escrow account ("Escrowed Funds"). Before the Escrowed Securities can be released to the holders thereof or the Escrowed Funds can be released to Sheffield, Sheffield is required to update its registration statement with a Post-Effective Amendment. Within five days from the effective date of the Post-Effective Amendment, Sheffield is required to furnish Sheffield stockholders the prospectus contained in the post-effective amendment which prospectus will contain the terms regarding the exercise of the Subscription Rights, the Subscription Price and information regarding the proposed acquisition candidate and its business, including audited financial statements. In accordance with Rule 419, Sheffield stockholders will have no fewer than 20 and no more than 45 business days from the effective date of the Post-Effective Amendment to decide to exercise their Subscription Rights upon the terms set forth in the Post-Effective Amendment or, in the case of exercise of Subscription Rights prior to the effective date of the Post- Effective Amendment, to ratify or cancel such exercise. The exercise period of the Subscription Rights will automatically expire within such time frame. If Sheffield does not complete an acquisition which meets the specified criteria, none of the Escrowed Securities will be issued and the Escrowed Funds, if any, will be returned to subscribers. SEE "Investors' Rights and Substantive Protection under Rule 419" and "The Distribution." DISTRIBUTION RATIO One share of Sheffield Common Stock and two Subscription Rights for every one share of First Agate common stock. DISTRIBUTION AGENT Comprehensive Capital, Inc., 1600 Stewart Avenue, Suite 704, Westbury, New York 11590, telephone 516/832-8600, and telecopy 516/832-8648. The Distribution Agent is a member firm of the National Association of Securities Dealers, Inc. and meets the definitional requirements of Rule 419(b)(1)(i)(B) relating to the deposit of securities and proceeds in escrow or trust account. FEDERAL INCOME TAX CONSEQUENCES The receipt of Dividend Shares and Subscription Rights is expected to be taxable to First Agate stockholders for federal income tax purposes. The income tax considerations applicable to the Distribution are discussed under "Federal Income Tax Consequences of the Distribution." DETERMINATION TO DELAY OR CANCEL DISTRIBUTION OF SUBSCRIPTION RIGHTS In the event that the Board of Directors should determine that it is not to the benefit of Sheffield and its stockholders to distribute any or all of the Subscription Rights, the Board of Directors may (i) cancel all or any part of the Subscription Rights or (ii) delay distribution of all or any of the Subscription Rights until some time or times following the completion of a Business Combination. Reasons for such a cancellation or delay may be the desire to avoid any depressive effect on the price of the Dividend Shares from the exercise price of outstanding Subscription Rights, the preference of the Target Business (which may not desire any capital infusion) or other valid business reasons. In the event of a determination of the Board of Directors to cancel any Subscription Rights, Sheffield will promptly file a Post-Effective Amendment deregistering the Subscription Stock underlying the Subscription Rights. COMMENCEMENT OF SUBSCRIPTION RIGHTS If the Board of Directors determines that sale of the Subscription Stock pursuant to the exercise of Subscription Rights is desirable or in the interest of Sheffield and its stockholders, it will notify the holders of the Subscription Rights of that decision, the reasons therefor, and the exercise price of the Subscription Rights. A decision to allow the exercise of the Subscription Rights may precede or follow an agreement for a Business Combination. Regardless of when the Subscription Rights become exercisable, the proceeds from such exercise will be deposited in escrow with the Distribution Agent and will be released from escrow only in compliance with the provisions of Rule 419. SEE "Investors' Rights and Substantive Protections under Rule 419". The Subscription Period for the exercise of the Subscription Rights or, in the case of any earlier exercise, the ratification or cancellation of such exercise will commence on the eighth business day after the effective date of the Post-Effective Amendment (the "Commencement Date") and will end 20 days thereafter. The Subscription Rights and the Over-Subscription Privilege (as described below) will expire on the Expiration Date and may not be exercised after that date, unless extended by the Board of Directors. All Subscription Forms must be received by the Distribution Agent no later than the Expiration Date, unless Subscription is effected through a notice of guaranteed delivery (as described below). ESCROW OF SUBSCRIPTION PROCEEDS UPON EXERCISE OF RIGHTS Upon receipt of the Subscription Price, the net proceeds from the exercise of the Subscription Rights will be placed in an escrow account (the "Escrowed Proceeds") maintained by the Distribution Agent, as escrow agent, subject to release to Sheffield following the Effective Date of the Post-Effective Amendment upon written notification by Sheffield that certain established conditions have been satisfied and the Business Combination is to be consummated or has been consummated. If such notification does not occur within 120 days after the Expiration Date of the Subscription Period (as defined below) the Escrowed Proceeds will be returned in full to each subscribing stockholder within five (5) business days by first class mail or other equally prompt means. ESCROW OF DIVIDEND SHARES AND SUBSCRIPTION RIGHTS Upon the effective date of the Registration Statement of which this Prospectus is a part, the Dividend Shares, Subscription Rights and Subscription Forms will be placed in escrow with the Distribution Agent. The Dividend Shares and Subscription Rights will not be transferable except as provided by Rule 419. The Subscription Rights may be exercised at such time or times as determined by the Board of Directors of Sheffield at which time the Distribution Agent will distribute the Subscription Rights and Subscription Forms to the stockholders. All proceeds from any exercise of the Subscription Rights and all Subscription Stock will be held in escrow until the Effective Date of the Post- Effective Amendment and compliance with the provisions of Rule 419 pertaining to the release of the Escrowed Securities and Escrowed Funds. RELATIONSHIP BETWEEN FIRST AGATE AND SHEFFIELD AFTER THE DISTRIBUTION It is expected that First Agate will have no stock ownership in Sheffield after the Distribution. In the event that any of the Dividend Shares are not distributed to First Agate stockholders because of regulatory or other reasons, First Agate will hold such Dividend Shares and will be treated, in all respects, as a stockholder of Sheffield until such Dividend Shares are distributed, if such occurs. It is not expected that such ownership will be material in amount, or will be material to First Agate. PRINCIPAL STOCKHOLDERS After the Distribution, First Agate stockholders will own 500,000 shares of Sheffield Common Stock (10%) and 1,000,000 Subscription Rights to purchase 2,000,000 shares of Subscription Stock. Pierce Mill currently owns 4,500,000 shares of Sheffield Common Stock and after the Distribution will own 4,500,000 shares of Sheffield Common Stock. RISK FACTORS The Dividend Shares and Subscription Rights distributed hereby involve a high degree of risk. There is currently no public market for the Dividend Shares, Subscription Rights, or Sheffield Common Stock and no public market is expected to develop until such time, if ever, that a Business Combination is agreed to. There can be no assurance that a public market will develop or continue for any sustained period of time after agreement to or completion of a Business Combination. Other risk factors include but are not limited to: Sheffield's lack of operating history and limited resources and intense competition in selecting a Target Business and effecting a Business Combination. SEE "Risk Factors" and "Use of Proceeds". REPORTING OBLIGATIONS After the Distribution, Sheffield will be subject to the informational requirements of the Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith will file reports and other information with the Commission. Reports, proxy statements and other information filed by Sheffield can be inspected and copied on the Commission's home page on the World Wide Web at http://www.sec.gov or at the public reference facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 as well as the following regional offices: 7 World Trade Center, Suite 1300, New York, New York; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can be obtained by mail at prescribed rates by request made to the Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, d.C. 20549. SUMMARY FINANCIAL INFORMATION The summary financial information set forth below is derived from the more detailed financial statements appearing elsewhere in this Prospectus. This information should be read in conjunction with such financial statements, including the notes thereto. October 31, 1996 (1) -------------------------------- Balance Sheet Data: Working capital (2) $ 5,000 Total assets $ 5,000 Total liabilities $ -0- Stockholders' equity $ 5,000 (1) The effect of the exercise of Subscription Rights will be reflected in a Post-Effective Amendment. (2) Gives effect to the purchase by Pierce Mill Associates, Inc. of 4,500,000 shares of Sheffield Common Stock for $4,500 in cash on October 29, 1996, and the purchase by First Agate of 500,000 shares of Sheffield Common Stock for $500 in cash on October 29, 1996. INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419 DEPOSIT OF SECURITIES AND SUBSCRIPTION PROCEEDS INTO ESCROW Rule 419 of the General Rules and Regulations of the Commission requires that the net proceeds received upon the exercise of Subscription Rights (the "Escrowed Funds") and all Dividend Shares and Subscription Stock (collectively, the "Escrowed Securities") be deposited into an escrow or trust account governed by an agreement which contains certain terms and provisions specified by Rule 419. Under Rule 419, the Escrowed Securities will be released to the shareholders and the Escrowed Funds released to Sheffield only after Sheffield has met the following three basic conditions. First, Sheffield must execute an agreement for an acquisition meeting certain prescribed criteria. Second, Sheffield must file a Post-Effective Amendment which includes the terms upon which Subscription Rights may be exercised and contains certain conditions prescribed by Rule 419. The Post-Effective Amendment must also contain information regarding the acquisition candidate, its business, and audited financial statements. Third, Sheffield must conduct the Subscription Period and satisfy all of the prescribed conditions, including the condition that a minimum amount of proceeds raised be used to complete the acquisition. After Sheffield submits a signed representation to the Distribution Agent that the requirements of Rule 419 have been met and after the acquisition(s) is consummated, the Distribution Agent can release the Escrowed Funds and Escrowed Securities. Accordingly, Sheffield has entered into an escrow agreement with the Distribution Agent which provides that: (1) The net proceeds from the exercise of Subscription Rights are to be deposited into an escrow account maintained by the Distribution Agent upon receipt. The Escrowed Funds and interest or dividends thereon, if any, are to be held for the sole benefit of the stockholders and can only be invested as provided by Rule 419(b)(2) of the General Rules and Regulations of the Securities and Exchange Commission as then in effect. (2) The Dividend Shares and Subscription Stock, and any shares issued with respect to stock splits, stock dividends or similar rights in connection therewith are to be deposited directly into the escrow account promptly upon issuance. The identities of the stockholders are to be included on the stock certificates and Subscription Forms evidencing the Escrowed Securities. The Escrowed Securities held in the escrow account are to remain as issued and deposited and are to be held for the sole benefit of the stockholders who retain the voting rights, if any, with respect to the Escrowed Securities held in their names. The Escrowed Securities held in the escrow account may not be transferred, disposed of nor any interest created therein other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 or Table 1 of the Employee Retirement Income Security Act. (3) The Subscription Rights held in the escrow account may be exercised in accordance with their terms upon action by the Board of Directors. Upon notification by Sheffield that the Board of Directors has duly authorized the exercise of the Subscription Rights, accompanied by a certified copy of such resolution, the Distribution Agent shall distribute the Subscription Rights and Subscription Forms to the stockholders; provided, that the Subscription Stock received upon exercise of the Subscription Rights together with any cash paid in connection with the exercise are to be promptly deposited into the escrow account. PRESCRIBED ACQUISITION CRITERIA Rule 419 requires that before the Escrowed Funds and the Subscription Stock can be released from escrow, Sheffield must, among other actions, first execute an agreement to acquire a Target Business meeting certain specified criteria. The agreement must provide for the acquisition of a business or assets for which the fair value of the business represents at least 80% of the maximum proceeds to be received from the exercise of the Subscription Rights. POST-EFFECTIVE AMENDMENT Once the agreement governing the acquisition of a Target Business meeting the above criteria has been executed, Rule 419 requires Sheffield to update its registration statement with a Post-Effective Amendment. The Post-Effective Amendment must contain information about: (i) the proposed acquisition candidate and its business, including audited financial statements; and (ii) the terms upon which Subscription Rights can be exercised including the Subscription Price which cannot exceed $2.50 per share of Subscription Stock, and the use of the funds disbursed from the escrow account. SUBSCRIPTION PERIOD The Subscription Period will commence after the effective date of the Post-Effective Amendment. In accordance with Rule 419, the terms of the Subscription Period must include the following conditions: (1) Each stockholder will have no fewer than 20 and no more than 45 business days from the effective date of the Post-Effective Amendment to notify Sheffield in writing that the stockholder elects to exercise the Subscription Rights or in the case of exercise of Subscription Rights prior to the Effective Date of the Post- Effective Amendment to ratify or cancel such exercise and, in the event that all of such Subscription Rights are being exercised or ratified by the stockholder, whether such stockholder elects to exercise the Over-Subscription Privilege (defined below). (2) If Sheffield does not receive written notification from any stockholder within 45 business days following the effective date of the Post-Effective Amendment, such stockholder's right to exercise the Subscription Right or to elect to subscribe to the Over-Subscription Privilege shall terminate. (3) The proposed Business Combination will be consummated only if stockholders subscribe for 80% of the maximum proceeds to be received from the exercise of Subscription Rights. (4) If the acquisition is not consummated within six months from the date of the Post-Effective Amendment, the Escrowed Funds held in the escrow account, if any, shall be returned to all stockholders on a pro rata basis within five business days by first class mail or other equally prompt means and none of the remaining Escrowed Shares shall be released from the Escrow Account. RELEASE OF ESCROWED SECURITIES AND ESCROWED FUNDS The Escrowed Securities and Escrowed Funds may be released from escrow and delivered to Sheffield and the stockholders, respectively, after: (1) The Distribution Agent has received a signed representation from Sheffield and any other evidence acceptable by the Distribution Agent that: (a) Sheffield has executed an agreement for a Business Combination for which the fair value of the business represents at least 80% of the maximum proceeds to be received from the exercise of Subscription Rights and has filed the required Post-Effective Amendment; (b) The Post-Effective Amendment has been declared effective and that the Subscription Period has been completed. (2) The acquisition of the business with a fair value of at least 80% of the maximum proceeds to be received from the exercise of the Subscription Rights is consummated. SHEFFIELD ACQUISITIONS, INC. ORGANIZATION AND BACKGROUND OF SHEFFIELD ACQUISITIONS, INC. Sheffield Acquisitions, Inc. ("Sheffield") was incorporated under the laws of the State of Delaware on September 25, 1996 to seek a Business Combination with a Target Business. The purchase of Dividend Shares and Subscription Rights by First Agate, and the Distribution, is intended to provide stockholders of First Agate with an opportunity to participate and benefit from such a Business Combination through ownership of the Dividend Shares and possible exercise of the Subscription Rights. In connection with the organization of Sheffield, Pierce Mill has been issued 4,500,000 Shares at a purchase price of $.001 per Share. On October 31, 1996, First Agate was issued 500,000 Shares at a price of $.001 per Share. SEE "Manner of Effecting the Distribution". Following the Distribution, Sheffield will be a public company whose shares will be owned by over approximately 500 shareholders. The Board of Directors and officers of Sheffield are the board of directors and officers of Pierce Mill, and will be principally responsible for seeking, evaluating and consummating any Business Combination. First Agate stockholders are not obligated to make any payments in exchange for the Dividend Shares or Subscription Rights to be received and distributed in the Distribution, nor are they obligated in the future to make any payments under the Subscription Rights or otherwise, unless they elect to exercise the Subscription Rights distributed to them. BUSINESS OBJECTIVE Sheffield may utilize the proceeds from the exercise of the Subscription Rights, if any, and bank borrowings or a combination thereof, if necessary, in effecting a Business Combination. SEE "Use of Proceeds". Sheffield may also seek to effect a Business Combination without investment of funds by Sheffield through the issuance of stock as consideration for the Target Business. Sheffield will seek to acquire a Target Business primarily located in the United States but its efforts will not be limited to a particular industry. In seeking a Target Business, Sheffield will consider, without limitation, businesses which (i) offer or provide services or develop, manufacture or distribute goods in the United States or abroad, (ii) engage in wholesale or retail distribution or, (iii) engage in the financial services or similar industries. Sheffield has not had any negotiations with representatives of any entity regarding a Business Combination. Sheffield may, under certain circumstances, seek to effect Business Combinations with more than one Target Business. BUSINESS EXPERIENCE OF PRINCIPALS The executive officers and directors of Sheffield have business experience which has provided them with skills which Sheffield believes will be helpful in evaluating potential Target Businesses and negotiating a Business Combination. SEE "Management". Sheffield may, from time to time, retain other persons or representatives to assist in locating or evaluating a Target Business or potential Business Combinations. LIMITED OPPORTUNITY FOR STOCKHOLDER EVALUATION OR APPROVAL OF A BUSINESS COMBINATION The stockholders of Sheffield will, in all likelihood, neither receive nor otherwise have the opportunity to evaluate any financial or other information which will be made available to Sheffield in connection with selecting a potential Target Business until after Sheffield has entered into a definitive agreement to effectuate a Business Combination or until after a Business Combination is consummated. As a result, stockholders of Sheffield will be dependent on the judgment of Management in connection with the selection of a Target Business and the terms of any Business Combination. Under the Delaware General Corporation Law, various forms of Business Combinations can be effected without stockholder approval, such as where shares of common stock are issued as consideration for the Target Business. In addition, the form of Business Combination will have an impact upon the availability of dissenters' rights (i.e., the right to receive fair payment with respect to the Sheffield Common Stock) to stockholders disapproving of the proposed Business Combination. Under current Delaware law, only a merger or consolidation may give rise to a stockholder vote and to dissenters' rights. The Delaware General Corporation Law requires approval of certain mergers and consolidations by a majority of the outstanding stock entitled to vote. Even if stockholders of Sheffield are afforded the right to approve a Business Combination, no dissenters' rights to receive fair payment will be available for stockholders if Sheffield is to be the surviving corporation unless the Certificate of Incorporation of Sheffield is amended and as a result thereof: (i) alters or abolishes any preferential right of such stock; (ii) creates, alters or abolishes any provision or right in respect of the redemption of such shares or any sinking fund for the redemption or purchase of such shares; (iii) alters or abolishes any preemptive right of such holder to acquire shares or other securities; or (iv) excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class. OFFICES Sheffield's principal executive offices are located at 1504 R Street, N.W., Washington, D.C. 20009 and its telephone number is 202/387-1782. RISK FACTORS NO OPERATING HISTORY; LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES Sheffield, organized on September 25, 1996, is a development stage company and has not, as of the date hereof, attempted to seek a Business Combination. Sheffield has no operating history and, accordingly, there is only a limited basis upon which to evaluate Sheffield's prospects for achieving its intended business objectives. To date, Sheffield's efforts have been limited to organizational activities and the preparation of this Prospectus. Sheffield has limited resources and has had no revenues to date. In addition, Sheffield will not achieve any revenues until, at the earliest, the consummation of a Business Combination. Moreover, there can be no assurance that any Target Business, at the time of Sheffield's consummation of a Business Combination, or at any time thereafter, will derive any material revenues from its operations or operate on a profitable basis. SEE "Proposed Business." UNSPECIFIED BUSINESS Stockholders of Sheffield will not have an opportunity to evaluate the specific merits or risks of any one or more Business Combinations. As a result, investors will be dependent on the judgment of Management in connection with the selection of a Target Business. There can be no assurance that determinations ultimately made by Sheffield will permit Sheffield to achieve its business objectives. SEE "Use of Proceeds" and "Proposed Business." SEEKING TO ACHIEVE PUBLIC TRADING MARKET THROUGH BUSINESS COMBINATION While a prospective Target Business may deem a Business Combination with Sheffield desirable for various reasons, a Business Combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself, including time delays, significant expense and possible loss of voting control. Nonetheless, there can be no assurance that there will be an active trading market for Sheffield's securities following the agreement to a Business Combination or, if a market does develop, as to the market price for Sheffield's securities. AUTHORIZATION OF ADDITIONAL SECURITIES Sheffield has no current plans for issuing or distributing additional Dividend Shares, Subscription Rights or other securities after the Distribution, except as may be issued in connection with a Business Combination. The issuance of such additional securities when approved by the Board of Directors is not limited and such issuance, including in any private placement may be considered or approved by Sheffield in the future as being necessary or desirable in connection with seeking, implementing or as a result of a Business Combination, raising proceeds to fund Sheffield's operations, to attract or retain employees or advisors or for other reasons not now known or contemplated. The issuance of any additional securities may reduce or dilute the ownership interests of the Dividend Shares or Subscription Stock. LEVERAGE Sheffield may use borrowings or other debt financing to accomplish its business purposes. In addition, a Target Business may be highly leveraged, or consummation of a Business Combination may require the use of leverage. A business acquired through a leveraged buy-out, i.e., financing the acquisition of the business by borrowing on the assets of the business to be acquired, is generally profitable only if the Company generates enough revenues to cover the related debt and expenses. This practice could increase Sheffield's exposure to large losses. There can be no assurance that any business acquired through a leveraged buy-out will generate sufficient revenues to cover the related debt and expenses. The use of leverage to consummate a Business Combination may reduce the ability of Sheffield to incur additional debt, make other acquisitions, or declare dividends, and may subject Sheffield's operations to strict financial controls and significant interest expense. It may be expected that Sheffield will have few, if any, opportunities to utilize leverage in an acquisition. Even if Sheffield is able to identify a business where leverage may be used, there is no assurance that financing will be available on terms acceptable to Sheffield. UNCERTAIN STRUCTURE OF BUSINESS COMBINATION The structure of a future transaction with a Target Business cannot be determined at the present time and may take, for example, the form of a merger, an exchange of stock or an asset acquisition. In such cases, Sheffield may issue stock as consideration for the Target Business and, in such event, the Subscription Rights may not be exercisable at all, or may be exercisable only after the Business Combination is consummated and described in a Post-Effective Amendment. Sheffield may also form one or more subsidiary entities to effect a Business Combination and may, under certain circumstances, distribute the securities of subsidiaries to the stockholders of Sheffield. There cannot be any assurance that a market would develop for the securities of any subsidiary distributed to stockholders or, if it did, the prices at which such securities might trade. The structure of a Business Combination or the distribution of securities to stockholders may result in taxation of Sheffield, the Target Business or stockholders. SEE "Proposed Business." UNSPECIFIED INDUSTRY AND TARGET BUSINESS; UNASCERTAINABLE RISKS While Sheffield will target industries located in the United States, Sheffield has not selected any particular industry or Target Business in which to concentrate its Business Combination efforts. None of Sheffield's directors or its executive officers have had any negotiations with any entity or representatives of any entity regarding a Business Combination. To the extent that Sheffield effects a Business Combination with a financially unstable company or an entity in its early stage of development or growth (including entities without established records of revenues or income), Sheffield will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that Sheffield effects a Business Combination with an entity in an industry characterized by a high level of risk, Sheffield will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries which experience rapid growth. Although Management will endeavor to evaluate the risks inherent in a particular Target Business or industry, there can be no assurance that it will properly ascertain or assess all such risks. SEE "Proposed Business." PROBABLE LACK OF BUSINESS DIVERSIFICATION As a result of its limited resources, Sheffield, in all likelihood, may have the ability to effect only a single Business Combination. Accordingly, the prospects for Sheffield's success will be entirely dependent upon the future performance of a single business. Unlike certain entities which have the resources to consummate several Business Combinations of entities operating in multiple industries or multiple segments of a single industry, it is highly likely that Sheffield will not have the resources to diversify its operations or benefit from the possible spreading of risks or offsetting of losses. Sheffield's probable lack of diversification may subject Sheffield to numerous economic, competitive and regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which Sheffield may operate subsequent to a Business Combination. The prospects for Sheffield's success may become dependent upon the development or market acceptance of a single or limited number of products, processes or services. Accordingly, notwithstanding the possibility of capital investment in and management assistance to the Target Business by Sheffield, there can be no assurance that the Target Business will prove to be commercially viable. Sheffield has no present intention of purchasing or acquiring a minority interest in any Target Business. SEE "Use of Proceeds" and "Proposed Business." DEPENDENCE UPON BOARD OF DIRECTORS The ability of Sheffield to successfully effect a Business Combination will be largely dependent upon the efforts of its executive officers and the Board of Directors. Notwithstanding the significance of such persons, Sheffield has not entered into employment agreements or other understandings with any such personnel concerning compensation or obtained any "key man" life insurance on their respective lives. The loss of the services of such key personnel could have a material adverse effect on Sheffield's ability to successfully achieve its business objectives. None of Sheffield's key personnel are required to commit even a substantial amount of their time to the affairs of Sheffield and, accordingly, such personnel may have conflicts of interests in allocating management time among various business activities. However, each officer and director of Sheffield will devote such time as such officer deems reasonably necessary to carry out the business and affairs of Sheffield, including the evaluation of potential Target Businesses and the negotiation of a Business Combination, and, as a result, the amount of time devoted to the business and affairs of Sheffield may vary significantly, depending upon, among other things, whether Sheffield has identified a Target Business or is engaged in active negotiation of a Business Combination. Sheffield will rely upon the expertise of such executive officers, and the Board of Directors does not anticipate that it will hire additional personnel. However, if additional personnel were required, there can be no assurance that Sheffield would be able to retain such necessary additional personnel. SEE "Proposed Business" and "Conflicts of Interest." LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT While Management intends to scrutinize closely the management of a prospective Target Business in connection with its evaluation of the desirability of effecting a Business Combination with such Target Business, there can be no assurance that Sheffield's assessment of such management will prove to be correct. It is unlikely that any of Sheffield's directors or officers will remain associated with Sheffield following a Business Combination, and, if any do so, it is unlikely that any of them will devote a substantial portion of their time to the affairs of Sheffield subsequent thereto. Moreover, there can be no assurance that such personnel will have significant experience or knowledge relating to the operations of the Target Business acquired by Sheffield. Sheffield may also seek to recruit additional personnel to supplement the incumbent management of the Target Business. There can be no assurance that Sheffield will successfully recruit additional personnel or that the additional personnel will have the requisite skills, knowledge or experience necessary or desirable to enhance the incumbent management. In addition, there can be no assurance that the future management of Sheffield will have the necessary skills, qualifications or abilities to manage a public company embarking on a program of business development. SEE "Proposed Business" and "Management." USE OF CONSULTANTS, FINDERS AND ADVISORS While it is not presently anticipated that Sheffield will engage unaffiliated professional firms specializing in business acquisitions or reorganizations, such firms may be retained if Management deems it in the best interest of Sheffield. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments based on a percentage of revenues or product sales volume, payments involving issuance of equity securities (including those of Sheffield), or any combination of these or other compensation arrangements. SEE "Use of Proceeds," and "Proposed Business". In connection with its investigation of a possible business and in order to supplement the business experience of management, Sheffield may employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Furthermore, it is anticipated that such persons may be engaged by Sheffield on an independent basis without a continuing fiduciary or other obligation to Sheffield. Sheffield has no arrangement or understanding to employ any of its officers or directors as outside advisors. SEE "Proposed Business." CONFLICTS OF INTEREST Certain of the persons associated with Sheffield may be affiliated with, or may in the future become affiliated with, entities engaged in business activities similar to those intended to be conducted by Sheffield. Such persons may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present certain business opportunities to such corporation. Accordingly, as a result of multiple business affiliations, certain of Sheffield's directors and its executive officers may have similar legal obligations to present certain business opportunities to multiple entities. There can be no assurance that any of the foregoing conflicts will be resolved in favor of Sheffield. SEE "Management." COMPETITION Sheffield expects to encounter intense competition from other entities having business objectives similar to those of Sheffield. Many of these entities, including venture capital partnerships and corporations, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals, are well-established and have extensive experience in connection with identifying and effecting Business Combinations directly or through affiliates. Many of these competitors possess greater financial, technical, human and other resources than Sheffield and there can be no assurance that Sheffield will have the ability to compete successfully. Sheffield's financial resources will be limited in comparison to those of many of its competitors. This inherent competitive limitation may compel Sheffield to select certain less attractive Business Combination prospects. There can be no assurance that such prospects will permit Sheffield to achieve its stated business objectives. SEE "Proposed Business." UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS In the event that Sheffield succeeds in effecting a Business Combination, Sheffield will, in all likelihood, become subject to intense competition from competitors of the Target Business. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including competitors with greater financial, marketing, technical, human and other resources than the initial competitors in the industry. The degree of competition characterizing the industry of any prospective Target Business cannot presently be ascertained. There can be no assurance that, subsequent to a Business Combination, Sheffield will have the resources to compete in the industry of the Target Business effectively, especially to the extent that the Target Business is in a high-growth industry. SEE "Proposed Business." POSSIBLE USE OF DEBT FINANCING; DEBT OF A TARGET BUSINESS There currently are no limitations on Sheffield's ability to borrow or otherwise raise funds to increase the amount of capital available to Sheffield to effect a Business Combination. However, Sheffield's limited resources and lack of operating history will make it difficult to borrow funds. The amount and nature of any borrowings by Sheffield will depend on numerous considerations, including Sheffield's capital requirements, Sheffield's perceived ability to meet debt service on any such borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. There can be no assurance that debt financing, if required or sought would be available on terms deemed to be commercially acceptable by and in the best interests of Sheffield. The inability of Sheffield to borrow funds required to effect or facilitate a Business Combination or to provide funds for an additional infusion of capital into a Target Business, may have a material adverse effect on Sheffield's financial condition and future prospects. Additionally, to the extent that debt financing ultimately proves to be available, any borrowings may subject Sheffield to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target Business may have already incurred borrowings and, therefore, all the risks inherent thereto. SEE "Use of Proceeds" and "Proposed Business." DETERMINATION OF TERMS OF THE DISTRIBUTION The terms of the Distribution, including the price to be paid for Subscription Stock and the terms of the Subscription Rights, were determined by the Board of Directors of Sheffield. Such terms were based upon several factors, including the number of First Agate stockholders, the absence of a Sheffield operating business, the small amount of capital available for Sheffield's operations, and the experience of Management. The terms of the Distribution should not be considered indicative of the value of the Dividend Shares after the Distribution or after the consummation of any Business Combination. INVESTMENT COMPANY ACT CONSIDERATIONS The regulatory scope of the Investment Company Act of 1940, as amended (the "Investment Company Act"), which was enacted principally for the purpose of regulating vehicles for pooled investments in securities, extends generally to companies engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities. The Investment Company Act may, however, also be deemed to be applicable to a company which does not intend to be within the definitional scope of certain provisions of the Investment Company Act. Sheffield believes that its anticipated principal activities, which will involve acquiring control of an operating company, will not subject Sheffield to regulation under the Investment Company Act. Nevertheless, there can be no assurance that Sheffield will not be deemed to be an investment company, particularly during the period prior to a Business Combination. If Sheffield is deemed to be an investment company, Sheffield may become subject to certain restrictions relating to Sheffield's activities, including restrictions on the nature of its investments and the issuance of securities. In addition, the Investment Company Act imposes certain requirements on companies deemed to be within its regulatory scope including registration as an investment company, adoption of a specific form of corporate structure and compliance with certain burdensome reporting, record keeping, voting, proxy, disclosure and other rules and regulations. In the event of the characterization of Sheffield as an investment company, the failure by Sheffield to satisfy such regulatory requirements, whether on a timely basis or at all, would, under certain circumstances, have a material adverse effect on Sheffield. DIVIDENDS UNLIKELY Sheffield does not expect to pay dividends prior to the consummation of a Business Combination. The payment of dividends after any such Business Combination, if any, will be contingent upon Sheffield's revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of a Business Combination. The payment of any dividends subsequent to a Business Combination will be within the discretion of Sheffield's then Board of Directors. Sheffield presently intends to retain all earnings, if any, for use in Sheffield's business operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. SEE "Description of Securities-Dividends." CONTROL BY PRESENT STOCKHOLDERS Upon consummation of this Distribution, First Agate stockholders will own approximately 10% of the issued and outstanding Sheffield Common Stock and Pierce Mill will own approximately 90% of the issued and outstanding Sheffield Common Stock. Accordingly, Pierce Mill will be in a position to elect all of Sheffield's directors, approve amendments to Sheffield's Certificate of Incorporation, and otherwise direct the affairs of Sheffield. SEE "Stockholders," and "Description of Securities." RESTRICTED RESALES OF THE SECURITIES UNDER STATE SECURITIES OR "BLUE SKY" LAWS Sheffield will attempt to register or obtain an exemption from registration for the Distribution of the Dividend Shares, Subscription Rights and the Subscription Stock in certain states. There can be no assurance as to which or in how many states the Distribution will be permitted. The sale of Dividend Shares and Subscription Rights in the secondary trading market also is limited by many state securities or "blue sky" laws or regulations. In addition, the Dividend Shares and Subscription Rights will be held in escrow and will not be transferrable until such time as a Business Combination is agreed to. Based upon current "blue sky" or state securities laws and regulations of which Sheffield is aware, it is anticipated that Sheffield's securities will be immediately eligible for resale in the secondary market upon release from escrow in each of the states in which the offering is registered or exempt from registration. Purchasers of Sheffield's securities in any secondary trading market which may develop must be residents of such states. In addition, several additional states currently will permit secondary market sales of these securities, upon release from escrow, (i) if certain financial and other information with respect to Sheffield is published in a recognized securities manual, (ii) after a certain period has elapsed from the date of this Prospectus, or (iii) pursuant to exemptions applicable to certain institutional investors. LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS The Certificate of Incorporation and By-Laws of Sheffield provide that Sheffield shall indemnify its officers and directors against losses sustained or liabilities incurred which arise from any transaction in such officer's or director's respective managerial capacity unless such officer or director violates its duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend, or derived an improper benefit from the transaction. Sheffield's Certificate of Incorporation and By-Laws also provide for the indemnification by it of the officers and directors against any losses or liabilities incurred as a result of the manner in which such officers and directors operate the company's business or conduct its internal affairs, provided that in connection with these activities they act in good faith and in a manner which they reasonably believe to be in, or not opposed to, the best interests of the company, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations. SEE "MANAGEMENT--Indemnification". DISTRIBUTION MANNER OF EFFECTING THE DISTRIBUTION Based upon 500,000 shares of common stock of First Agate which are issued and outstanding as of ______________, 1996 (the "Record Date"), First Agate will distribute to its stockholders up to 500,000 Dividend Shares of Sheffield and up to 1,000,000 Subscription Rights entitling the holder of each Subscription Right to subscribe to two additional shares of Subscription Stock at a price to be determined by the Sheffield Board of Directors, but in no event more than $2.50 per share of Subscription Stock (the "Subscription Price"). Each stockholder of First Agate is being issued one Dividend Share and two Subscription Rights for each share of common stock of First Agate owned on the Record Date. The Dividend Shares distributed to First Agate shareholders will be fully paid for and nonassessable, and the holders thereof will not be entitled to preemptive rights. Each Subscription Right entitles a stockholder to acquire, at the Subscription Price, two shares of Subscription Stock. In addition, any stockholder of Sheffield who fully exercises all Subscription Rights distributed to such stockholder is entitled to subscribe for shares of Subscription Stock which were not otherwise subscribed for by other holders pursuant to the Subscription Rights (the "Over-Subscription Privilege"). Shares of Subscription Stock acquired through such Over-Subscription Privilege are subject to allocation or increase, which is more fully discussed below under "Over-Subscription Privilege." First Agate will effect the Distribution of Dividend Shares and Subscription Rights on the Distribution Date by delivering the Dividend Shares, Subscription Rights and Subscription Forms to Comprehensive Capital, Inc., as the Distribution Agent, for distribution to stockholders of First Agate. The Distribution Agent will provide each First Agate stockholder with a copy of this Prospectus and notice of the number of Dividend Shares and Subscription Rights each is entitled to receive but no certificates will be issued or distributed with respect to the Dividend Shares and Subscription Rights at that time. SEE "Escrow of Dividend Shares and Subscription Rights." The actual total number of Dividend Shares and Subscription Rights to be distributed will depend on the number of shares of First Agate common stock outstanding on the Record Date. No stockholder of First Agate will be required to pay any cash or other consideration for the Dividend Shares or Subscription Rights received in the Distribution or to surrender or exchange shares of First Agate common stock or to take any other action in order to receive the Dividend Shares and Subscription Rights. The Distribution will not affect the number of, or the rights attaching to, outstanding shares of First Agate common stock. No vote of First Agate stockholders is required or sought in connection with the Distribution. COMMENCEMENT OF SUBSCRIPTION PERIOD In the event Sheffield identifies a proposed Business Combination which requires the investment of funds by it or otherwise determines that it is in the best interests of Sheffield and its stockholders to allow the exercise of the Subscription Rights, Sheffield will take steps necessary to activate the Subscription Rights. In connection therewith, the Board of Directors will determine a Subscription Price (as described below). If an agreement for a Business Combination has been entered into, Sheffield will file a Post-Effective Amendment to the registration statement of which this Prospectus is a part describing a Target Business, or assets that will constitute the business (or a line of business). SEE "Proposed Business". The Post-Effective Amendment will contain information about the Target Business(es). Within five business days after the determination by the Board of Directors or, in the case of a Business Combination, within five business days after the Effective Date of the Post-Effective Amendment, the Distribution Agent will send by first class mail or other equally prompt means, to each stockholder a copy of the Prospectus contained in the Post-Effective Amendment and any amendment or supplement thereto along with a Subscription Right and Subscription Form. The Subscription Period will commence on the eighth business day after the effective date of the Post-Effective Amendment (the "Commencement Date"). The Subscription Period will expire twenty (20) business days from the Commencement Date (the "Expiration Date"). The Subscription Rights and the Over-Subscription Privilege will expire on the Expiration Date and may not be exercised after that date, unless extended by the Board of Directors. All Subscription Forms must be received by the Distribution Agent no later than the Expiration Date, unless Subscription is effected through a notice of guaranteed delivery, as described herein. DETERMINATION TO DELAY OR CANCEL DISTRIBUTION OF SUBSCRIPTION RIGHTS In the event that the Board of Directors should determine that it is not to the benefit of Sheffield and its stockholders to distribute any or all of the Subscription Rights, the Board of Directors may (i) cancel all or any part of the Subscription Rights or (ii) delay distribution of all or any of the Subscription Rights until some time or times following the completion of a Business Combination. Reasons for such a cancellation or delay may be the desire to avoid any depressive effect on the price of the Dividend Shares from the exercise price of outstanding Subscription Rights, the preference of the Target Business (which may not desire any capital infusion) or other valid business reasons. In the event of a determination of the Board of Directors to cancel Subscription Rights, Sheffield will file promptly a Post-Effective Amendment deregistering the Subscription Stock. SUBSCRIPTION PRICE The Subscription Price per share of the Subscription Stock to which the Subscription Rights relate will be determined by the Board of Directors at the time a Business Combination is described in a Post-Effective Amendment and will not exceed $2.50 per share. Such price will be determined based on several factors, including funds necessary to consummate the Business Combination, expenses of such transaction, operating expenses and working capital needs of Sheffield after consummation of the Business Combination. SEE "Confirmation of Purchase." DISTRIBUTION AGENT The Distribution Agent for Sheffield is Comprehensive Capital, Inc., 1600 Stewart Avenue, Suite 704, Westbury, New York 11590, telephone 516/832-8600, and telecopy 516/832-8648. The Distribution Agent is a member firm of the National Association of Securities Dealers, Inc. and meets the definitional requirements of Rule 419(b)(1)(i)(B) relating to the deposit of securities and proceeds in escrow or trust account. TRANSFER AGENT The transfer agent for Sheffield is Affiliated Stock Transfer Co., 10 Westland Drive, Glen Cove, New York 11542, 516/759-6009. OVER-SUBSCRIPTION PRIVILEGE If some stockholders of Sheffield do not exercise all of the Subscription Rights issued to them, then any Subscription Stock for which Subscriptions have not been received from stockholders will be offered by means of the Over-Subscription Privilege to those stockholders of Sheffield who have exercised all of the Subscription Rights issued to them and who wish to acquire additional shares of Subscription Stock. Stockholders who exercise all of the Subscription Rights issued to them will be asked to indicate on the Subscription Form how many shares of Subscription Stock they wish to acquire through the Over-Subscription Privilege. There is no limit to the number of shares of Subscription Stock that may be requested through the Over-Subscription Privilege. If sufficient shares of Subscription Stock remain in excess of those for which Subscription Rights are exercised, then all requests for additional shares of Subscription Stock will be honored in full. All requests to purchase shares of Subscription Stock pursuant to the Over-Subscription Privilege are subject to allocation. To the extent that there are not sufficient shares of Subscription Stock to honor all over-subscriptions, the available shares will be allocated pro rata among those stockholders of Sheffield who over-subscribe based on the number of Subscription Rights originally issued to them by First Agate, so that the number of shares of Subscription Stock issued to stockholders who subscribe through the Over-Subscription Privilege will be generally in proportion to the number of shares of First Agate's common stock owned by them on the Record Date. The percentage of remaining shares each over-subscribing stockholder may acquire may be rounded up or down to result in delivery of whole shares. The allocation process may involve a series of allocations in order to ensure that the total number of shares available for over-subscriptions are distributed on a pro rata basis. HOW TO SUBSCRIBE Stockholders should mail or deliver Subscription Forms and acceptable forms of payment for shares to the Distribution Agent in time to be received by 5:00 p.m. New York City Time on the Expiration Date by one of the following methods at the following address: By first class mail, express mail or overnight courier, or by hand to: Comprehensive Capital, Inc. 1600 Stewart Avenue Suite 704 Westbury, New York 11590 DELIVERY TO AN ADDRESS OTHER THAN THE ABOVE WILL NOT CONSTITUTE DELIVERY FOR PURPOSES OF THE SUBSCRIPTION. IT IS STRONGLY SUGGESTED THAT STOCKHOLDERS USE A DELIVERY METHOD WHICH WILL GUARANTEE DELIVERY BY THE EXPIRATION DATE AND WHICH WILL PROVIDE A RETURN RECEIPT TO THE SENDER. NEITHER THE DISTRIBUTION AGENT NOR SHEFFIELD WILL BE RESPONSIBLE FOR SUBSCRIPTION FORMS OR PAYMENTS THAT ARE NOT SO DELIVERED. Subscription Rights may be exercised by stockholders whose Dividend Shares are held in their own name ("Record Owners") by completing the Subscription Form to be forwarded to each stockholder and delivering it to the Distribution Agent, together with any required payment for the Subscription Stock, as described below under "Payment for the Subscription Stock." Stockholders whose Dividend Shares are held by a nominee must exercise their Subscription Rights by contacting their nominees, who can arrange, on a stockholder's behalf, to guarantee delivery of a properly completed and executed Subscription Form and payment for the Subscription Stock. A fee may be charged for this service. Subscription Forms must be received by the Subscription Agent prior to 5:00 p.m. New York City Time on the Expiration Date unless the Subscription Period is extended. If Subscription is to be effected by means of a Notice of Guaranteed Delivery, then Subscription Forms are due not later than three (3) business days following the Expiration Date, and full payment for the Subscription Stock is due not later than ten (10) business days following the Confirmation Date. SEE "Payment for the Subscription Stock" below. PAYMENT FOR THE SUBSCRIPTION STOCK Stockholders of Sheffield who acquire Subscription Stock pursuant to the Subscription or the Over-Subscription Privilege may choose between the following methods of payment: (1) If, prior to 5:00 p.m. New York City Time on the Expiration Date, unless extended, the Distribution Agent has received a Notice of Guaranteed Delivery, by telegram or otherwise, from a Nominee guaranteeing delivery of (a) payment of the full Subscription Price for the Subscription Stock subscribed for pursuant to the Subscription Rights and any additional Subscription Stock subscribed for through the Over-Subscription Privilege and (b) a properly completed and executed Subscription Form, the subscription will be accepted by the Distribution Agent. The Distribution Agent will not honor a Notice of Guaranteed Delivery if a properly completed and executed Subscription Form is not received by the Distribution Agent by the close of business on the third (3rd) business day after the Expiration Date, unless the Offer is extended, and full payment for the Subscription Stock is not received by it by the close of business on the tenth (10th) business day after the Confirmation Date (as defined below). (2) Alternatively, a Record Owner may send payment for the Subscription Stock acquired pursuant to the Subscription, together with the Subscription Form, to the Distribution Agent based on the Subscription Price. To be accepted, such payment, together with the Subscription Form, must be made payable to Sheffield and received by the Distribution Agent prior to 5:00 p.m., New York City Time, on the Expiration Date, unless the Offer is extended. All payments by a stockholder must be made in United States dollars by money order or check and drawn on a bank located in the United States of America. CONFIRMATION OF PURCHASE Within eight business days following the expiration of the Subscription Period (the "Confirmation Date"), a confirmation will be sent by the Distribution Agent to each stockholder of Sheffield (or, if Dividend Shares are held by a Nominee, on the Record Date, to such Nominee) showing: (i) the number of shares of Subscription Stock acquired through the Subscription Rights; (ii) the number of shares of Subscription Stock, if any, acquired through the Over-Subscription Privilege; (iii) the per share and total Subscription Price for the Subscription Stock; and (iv) the amount payable by the stockholder to Sheffield or any excess to be refunded by Sheffield to the stockholder, in each case based on the Subscription Price. In the case of any stockholder who exercises a right to acquire Subscription Stock through the Over-Subscription Privilege, any excess payment which would otherwise be refunded to the stockholder will be applied by Sheffield toward payment for Subscription Stock acquired through exercise of the Over-Subscription Privilege. Any further payment required from a stockholder must be received by the Distribution Agent within ten (10) business days after the Confirmation Date, and any excess payment to be refunded by Sheffield to a stockholder will be mailed by the Distribution Agent to the stockholder within ten (10) business days after the Confirmation Date. Issuance and delivery of certificates for the Subscription Stock subscribed for are subject to collection of checks and actual payment through any notice of Guaranteed Delivery. If a stockholder who acquires Subscription Stock through the Subscription or Over-Subscription Privilege does not make payment of all amounts due, Sheffield reserves the right to: (i) apply any payment actually received by it toward the purchase of the greatest number of whole shares of Subscription Stock which could be acquired by such stockholder upon exercise of the Subscription or Over-Subscription Privilege or (ii) exercise any and all other rights or remedies to which it may be entitled. ESCROW OF PROCEEDS UPON EXERCISE OF SUBSCRIPTION RIGHTS Upon Expiration of the Subscription Period, the proceeds to be received by Sheffield therefrom (the "Escrowed Proceeds") will be placed in an escrow account maintained by the Distribution Agent, as escrow agent, subject to release to Sheffield upon written notification by Sheffield that, in the case of a proposed Business Combination, the Escrowed Proceeds represent sufficient funds for the purpose of implementing the consummation of the Business Combination, or where the Business Combination has previously been consummated, that all other conditions for release of funds from Escrow have been satisfied. If a proposed Business Combination is not consummated within 120 days from the effective date of the Expiration Date, the Escrowed Proceeds shall be returned in full by first class mail or equally prompt means to all subscribing stockholders on a pro-rata basis. ESCROW OF SUBSCRIPTION STOCK AND DIVIDEND SHARES Upon exercise of the Subscription Rights, the Subscription Stock will be placed in escrow with the Distribution Agent, as escrow agent, until the earlier of (i) written notification from Sheffield that certain conditions have been satisfied including, where applicable, that a proposed Business Combination is to be consummated, in which case the Subscription Stock will be delivered to the subscribing stockholders of Sheffield, or (ii) the return of the Escrowed Proceeds to the subscribing stockholders of Sheffield, in which case the Subscription Stock will be returned to Sheffield. Subject to compliance with applicable securities laws, any owner of Dividend Shares or Subscription Rights held in escrow may transfer ownership of such Dividend Shares or Subscription Rights to a family member or in the event of the holder's death by will or operation of law, provided that any such transferee must agree as a condition to such transfer to be bound by the restrictions on transfer applicable to the original holder. DELIVERY OF SUBSCRIPTION STOCK UPON RELEASE FROM ESCROW Stock certificates for the Subscription Stock will be mailed promptly after full payment for the Subscription Stock subscribed for has cleared, and no later than 30 days after all of the escrow conditions have been fully satisfied. LISTING AND TRADING OF THE DIVIDEND SHARES AND SUBSCRIPTION STOCK No current public trading market for the Dividend Shares or Subscription Stock exists. The extent of the market for the securities and the prices at which the securities may trade after the Distribution cannot be predicted. SEE "Risk Factors-Restricted Resales of the Securities under State Securities 'Blue Sky Laws'". Once released from escrow, the Dividend Shares and Subscription Stock distributed to First Agate stockholders will be freely transferable, except for Dividend Shares and Subscription Stock received by persons who may be deemed to be "affiliates" of Sheffield under the Securities Act. Persons who may be deemed to be affiliates of Sheffield after the Distribution generally include individuals or entities that control, are controlled by or are under common control with Sheffield, and includes the directors and principal executive officers of Sheffield as well as any principal stockholder of Sheffield. Persons who are affiliates of Sheffield will be permitted to sell Dividend Shares and Subscription Stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exceptions afforded by Section 4(2) of the Securities Act and Rule 144 thereunder. It is not expected that Rule 144 will be available for the sale of Dividend Shares and Subscription Stock by affiliates of Sheffield until 90 days after the effectiveness of Sheffield's Registration Statement on Form 8-A registering the Dividend Shares and Subscription Rights under the Securities Exchange Act of 1934 (the "Exchange Act"). RESULTS OF THE DISTRIBUTION After the Distribution, Sheffield will be an independent, public company. The number and identity of stockholders of Sheffield immediately after the Distribution will be substantially the same as the number and identity of stockholders of First Agate on the Record Date in addition to Pierce Mill, which will own 90% of the outstanding Sheffield Common Stock. Immediately after the Distribution, Sheffield expects to have approximately 500 holders of record of the Sheffield Common Stock and approximately 5,000,000 shares of Sheffield Common Stock outstanding. The actual number of Dividend Shares to be distributed will be determined as of the Record Date. The Distribution will not affect the number of outstanding shares of First Agate common stock or any rights of First Agate stockholders. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION First Agate has not requested nor does it intend to request a ruling from the Internal Revenue Service as to the federal income tax consequence of the Distribution. However, based on the facts of the proposed transaction, it is the opinion of management of First Agate that the transaction will not qualify as a "tax free" spin off under Section 355 of the Internal Revenue Code of 1986, as amended. Rather, the transaction is presumed to be a taxable distribution to which Section 301 applies. The amount of the Distribution will be its fair market value and will be taxable as a dividend to the extent of current or accumulated earnings and profits of First Agate. Notwithstanding the presumed taxability of the transaction, Management is of the opinion it will have only minimal impact on the taxable income of any stockholder of First Agate for the reasons set forth below. Since Sheffield is a development stage company and has not commenced operations, it is not expected to have earnings or profits as of the date of the Distribution. Furthermore, because there is no public market for the Dividend Shares or Subscription Rights, the fair market value of the Distribution will probably be minimal on the date of Distribution. The discussion is limited to domestic non-corporate stockholders of Sheffield who hold Dividend Shares and Subscription Rights as "capital assets" within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). The 1986 Act has increased the maximum effective tax rate on long-term capital gains of individuals for taxable years beginning after December 31, 1987, and has eliminated any preferential tax rate for such long-term capital gains for taxable years beginning after December 31, 1987. The federal income tax consequences to corporate shareholders, foreign shareholders and shareholders having special status under the Code may vary from those set forth below. The foregoing sets forth the opinion of Management. The Internal Revenue Service is not bound thereby and no assurance exists that it will concur with the position of Management regarding the value of the Dividend Shares and Subscription Rights or other matters herein discussed. Specifically, it is possible that the Internal Revenue Service may assert that a substantially higher fair market value existed for the Dividend Shares and Subscription Rights on the date of Distribution. If the Internal Revenue Service were to successfully assert that a substantially higher value should be placed on the amount of the Distribution, the taxation of the transaction to Sheffield and its stockholders would be based on such higher value. In such event, the tax impact would increase significantly and would not be minimal. First Agate would recognize gain to the extent the value placed on the amount of the Distribution exceeded its adjusted basis in the Dividend Shares and Subscription Rights. The stockholders of First Agate would be taxed on the amount so determined for the distribution as a dividend to the extent of any current year or accumulated earnings and profits of First Agate and would recognize gain on the balance of the Distribution to the extent it exceeded their adjusted basis in Dividend Shares and Subscription Rights owned by them. The state, local and foreign tax consequences of the Distribution may vary from jurisdiction or jurisdiction. Accordingly, each Stockholder of Sheffield is advised to consult a personal advisor. PROPOSED BUSINESS INTRODUCTION Sheffield was formed on September 25, 1996 to serve as a vehicle to effect a Business Combination with a Target Business which Sheffield believes has significant growth potential. Sheffield may utilize the proceeds from the exercise of the Subscription Rights, equity securities, debt securities, bank borrowings or a combination thereof in effecting a Business Combination. Sheffield may also seek to effect a Business Combination without investment of funds by Sheffield through the issuance of stock as consideration for the Target Business. Sheffield's efforts in identifying a prospective Target Business will be limited to businesses primarily located in the United States. Sheffield has not had any negotiations with representatives of any entity regarding a Business Combination. Sheffield may effect a Business Combination with a Target Business which may be financially unstable or in its early stages of development or growth. UNSPECIFIED INDUSTRY AND TARGET BUSINESS Sheffield will seek to acquire a Target Business primarily located in the United States but its efforts will not be limited to a particular industry. In seeking a Target Business, Sheffield will consider, without limitation, businesses which (i) offer or provide services or develop, manufacture or distribute goods in the United States or abroad, (ii) engage in wholesale or retail distribution, or (iii) engage in the financial services or similar industries. None of Sheffield's directors or its executive officers has had any negotiations with any entity or representatives of any entity regarding a Business Combination. To the extent that Sheffield effects a Business Combination with a financially unstable company or an entity in its early stage of development or growth (including entities without established records of revenues or income), Sheffield will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that Sheffield effects a Business Combination with an entity in an industry characterized by a high level of risk, Sheffield will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries which experience rapid growth. Although Management will endeavor to evaluate the risks inherent in a particular Target Business there can be no assurance that it will properly ascertain or assess all such risks. PROBABLE LACK OF BUSINESS DIVERSIFICATION As a result of its limited resources, Sheffield, in all likelihood, will have the ability to effect only a single Business Combination. Accordingly, the prospects for Sheffield's success will be entirely dependent upon the future performance of a single business. Unlike certain entities which have the resources to consummate several Business Combinations of entities operating in multiple industries or multiple segments of a single industry, it is highly likely that Sheffield will not have the resources to diversify its operations or benefit from the possible spreading of risks or offsetting of losses. Sheffield's probable lack of diversification may subject Sheffield to numerous economic, competitive and regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which Sheffield may operate subsequent to a Business Combination. The prospects for Sheffield's success may become dependent upon the development or market acceptance of a single or limited number of products, processes or services. Accordingly, notwithstanding the possibility of capital investment in and management assistance to the Target Business by Sheffield, there can be no assurance that the Target Business will prove to be commercially viable. Sheffield has no present intention of purchasing or acquiring a minority interest in any Target Business. OPPORTUNITY FOR STOCKHOLDER EVALUATION OR APPROVAL OF BUSINESS COMBINATION The stockholders of Sheffield will, in all likelihood, neither receive nor otherwise have the opportunity to evaluate any financial or other information which will be made available to Sheffield in connection with selecting potential a Target Business until after Sheffield has entered into a definitive agreement to effectuate a Business Combination, or until after a Business Combination is consummated. As a result, stockholders of Sheffield will be almost entirely dependent on the judgment of Management in connection with the selection of a Target Business and the terms of any Business Combination. Under the Delaware General Corporation Law, various forms of Business Combinations can be effected without stockholder approval, such as where shares of common stock are issued as consideration for the Target Business. In addition, the form of Business Combination will have an impact upon the availability of dissenters' rights (i.e., the right to receive fair payment with respect to common stock) to stockholders disapproving of the proposed Business Combination. Under current Delaware law, only a merger or consolidation may give rise to a stockholder vote and to dissenters' rights. The Delaware General Corporation Law requires approval of certain mergers and consolidations by a majority of the outstanding stock entitled to vote. Even if investors are afforded the right to approve a Business Combination, no dissenters' rights to receive fair payment will be available for stockholders if Sheffield is to be the surviving corporation unless the Certificate of Incorporation of Sheffield is amended and as a result thereof: (i) alters or abolishes any preferential right of such stock; (ii) creates, alters or abolishes any provision or right in respect of the redemption of such shares or any sinking fund for the redemption or purchase of such shares; (iii) alters or abolishes any preemptive right of such holder to acquire shares or other securities; or (iv) excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class. LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT Sheffield's Management intends to scrutinize closely the management of a prospective Target Business in connection with its evaluation of the desirability of effecting a Business Combination with such Target Business, there can be no assurance that Sheffield's assessment of such management will prove to be correct, especially in light of the possible inexperience of current key personnel of Sheffield in evaluating certain types of businesses. It is unlikely that any of Sheffield's directors or officers will remain associated with Sheffield following a Business Combination, and if any do, it is unlikely that any of them will devote a substantial portion of their time to the affairs of Sheffield subsequent thereto. Moreover, there can be no assurance that such personnel will have significant experience or knowledge relating to the operations of the Target Business acquired by Sheffield. Sheffield may also seek to recruit additional personnel to supplement the incumbent management of the Target Business. There can be no assurance that Sheffield will successfully recruit additional personnel or that the additional personnel will have the requisite skills, knowledge or experience necessary or desirable to enhance the incumbent management. In addition there can be no assurance that the future management of Sheffield will have the necessary skills, qualifications or abilities to manage a public company embarking on a program of business development. SEE "Proposed Business" and "Management." COMPETITION Sheffield expects to encounter intense competition from other entities having business objectives similar to those of Sheffield. Many of these entities, including venture capital partnerships and corporations, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals, are well-established and have extensive experience in connection with identifying and effecting Business Combinations directly or through affiliates. Many of these competitors possess greater financial, technical, human and other resources than Sheffield and there can be no assurance that Sheffield will have the ability to compete successfully. Sheffield's financial resources will be limited in comparison to those of many of its competitors. This inherent competitive limitation may compel Sheffield to select certain less attractive Business Combination prospects. There can be no assurance that such prospects will permit Sheffield to achieve its stated business objectives. SEE "Proposed Business." SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A BUSINESS COMBINATION Management will have substantial flexibility in identifying and selecting a prospective Target Business. As a result, stockholders of Sheffield will be almost entirely dependent on the judgment of Management in connection with the selection of a Target Business. In evaluating a prospective Target Business, Management will consider, among other factors, the following: (i) costs associated with effecting the Business Combination; (ii) equity interest in and opportunity for control of the Target Business; (iii) growth potential of the Target Business; (iv) experience and skill of management and availability of additional personnel of the Target Business; (v) capital requirements of the Target Business; (vi) competitive position of the Target Business; (vii) stage of development of the Target Business; (viii) degree of current or potential market acceptance of the Target Business; (ix) proprietary features and degree of intellectual property or other protection of the Target Business; and (x) the regulatory environment in which the Target Business operates. The foregoing criteria are not intended to be exhaustive and any evaluation relating to the merits of a particular Target Business will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by Management in connection with effecting a Business Combination consistent with Sheffield's business objectives. The time and costs required to select and evaluate a Target Business (including conducting a due diligence review) and to structure and consummate the Business Combination (including negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws and state "blue sky" and corporation laws) cannot presently be ascertained with any degree of certainty. Sheffield's executive officers and its directors intend to devote only a small portion of their time to the affairs of Sheffield and, accordingly, consummation of a Business Combination may require a greater period of time than if Sheffield's management devoted their full time to Sheffield's affairs. However, each officer and director of Sheffield will devote such time as they deem reasonably necessary to carry out the business and affairs of Sheffield, including the evaluation of potential Target Business and the negotiation of a Business Combination and, as a result, the amount of time devoted to the business and affairs of Sheffield may vary significantly depending upon, among other things, whether Sheffield has identified a Target Business or is engaged in active negotiation of a Business Combination. Sheffield anticipates that various prospective Target Businesses will be brought to its attention from various non-affiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, other members of the financial community and affiliated sources. Sheffield may elect to publish advertisements in financial or trade publications seeking potential business acquisitions. Sheffield may engage the services of professional firms that specialize in finding business acquisitions, in which event Sheffield may pay a finder's fee or other compensation to such firms. As a general rule, federal and state tax laws and regulations have a significant impact upon the structuring of business combinations. Sheffield will evaluate the possible tax consequences of any prospective Business Combination and will endeavor to structure the Business Combination so as to achieve the most favorable tax treatment to Sheffield, the Target Business and their respective stockholders. There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to Sheffield's tax treatment of a particular consummated Business Combination. To the extent that the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a Business Combination, there may be adverse tax consequences to Sheffield, the Target Business and their respective stockholders. Tax considerations as well as other relevant factors will be evaluated in determining the precise structure of a particular Business Combination, which could be effected through various forms of a merger, consolidation or stock or asset acquisition. Sheffield may utilize cash derived from equity securities, debt securities or bank borrowings or a combination thereof as consideration in effecting a Business Combination. Although Sheffield has no commitments as of the date of this Prospectus to issue any shares of Sheffield Common Stock other than as described in this Prospectus, Sheffield may issue a substantial number of additional shares in connection with a Business Combination. To the extent that such additional shares are issued, dilution to the interests of Sheffield's stockholders may occur. Additionally, if a substantial number of shares of Sheffield Common Stock are issued in connection with a Business Combination, a change in control of Sheffield may occur which may affect, among other things, Sheffield's ability to utilize net operating loss carry forwards, if any. There currently are no limitations on Sheffield's ability to borrow funds to effect a Business Combination. However, Sheffield's limited resources and lack of operating history may make it difficult to borrow funds. The amount and nature of any borrowings by Sheffield will depend on numerous considerations, including Sheffield's capital requirements, potential lenders evaluation of Sheffield's ability to meet debt service on borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. Sheffield does not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that such arrangements if required or otherwise sought, would be available on terms commercially acceptable or otherwise in the best interests of Sheffield. The inability of Sheffield to borrow funds required to effect or facilitate a Business Combination, or to provide funds for an additional infusion of capital into a Target Business, may have a material adverse effect on Sheffield's financial condition and future prospects, including the ability to effect a Business Combination. To the extent that debt financing ultimately proves to be available, any borrowings may subject Sheffield to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target Business may have already incurred debt financing and, therefore, all the risks inherent thereto. FACILITIES Sheffield will use without cost the offices of Pierce Mill Associates, Inc., located at 1504 R Street, N.W., Washington, D.C., a corporation controlled by Sheffield's officers. EMPLOYEES As of the date of this Prospectus, Sheffield does not have any employees. USE OF PROCEEDS The proceeds payable to Sheffield upon the exercise of Subscription Rights will be held in an escrow account maintained by the Distribution Agent, subject to release to Sheffield upon written notification by Sheffield of its need for all or substantially all of the Escrowed Proceeds for the purpose of implementing or facilitating the consummation of a Business Combination. If a Business Combination is not consummated within 120 days from the effective date of the Expiration Date, the Escrowed Proceeds shall be returned in full by first class mail or equally prompt means to all subscribing stockholders. Sheffield will use the Escrowed Proceeds principally in connection with a Business Combination, including structuring and consummating the Business Combination (including possible payment of finder's fees or other compensation to persons or entities which provide assistance or services to Sheffield) repaying debt of the Target Business, redeeming stock issued to the seller of the Target Business, or for working capital. Sheffield has no present intention of either loaning any of the proceeds of this offering to any Target Business or purchasing a minority interest in any Target Business. Stockholders of Sheffield will not receive any distribution of income or have any ability to direct the use or distribution of such income. To the extent that Sheffield Common Stock is used as consideration to effect a Business Combination, the balance of the proceeds from the exercise of the Subscription Rights not theretofore expended will be used to finance the operations of the Target Business, and for other purposes described in the Post-Effective Amendment. Sheffield has not incurred any debt in connection with its organizational activities. Accordingly, no portion of the proceeds are being used to repay debt. The Escrowed Proceeds will be invested in general debt obligations of the United States Government or other high-quality, short-term interest-bearing investments, provided, however, that Sheffield may not invest such proceeds in a manner which may result in Sheffield being deemed to be an investment company under the Investment Company Act. In the event a Business Combination is not consummated in the time allowed, the Escrowed Proceeds and the interest income derived from investment of such proceeds will be returned on a pro- rata basis, to each subscribing stockholder within five business days thereafter by first class mail or other equally prompt means. DILUTION The difference between the Subscription Price per share of Subscription Stock (through the exercise of the Subscription Rights) and the pro forma net tangible book value per share of the Sheffield Common Stock after the Subscription constitutes dilution to investors of Sheffield. Net tangible book value per share is determined by dividing the net tangible book value of Sheffield (total tangible assets less total liabilities) by the number of outstanding shares of Sheffield Common Stock. On October 31, 1996 Sheffield had 5,000,000 shares of Sheffield Common Stock outstanding and a net tangible book value of $5,000 or $.001 per share. The Distribution by First Agate of the 500,000 Dividend Shares to First Agate stockholders will not have an effect on the net tangible book value of Sheffield. Dilution from the exercise of Subscription Rights will occur only in the event the Board of Directors of Sheffield establishes a Subscription Price per share of less than $.001. The dilutive effect to Sheffield stockholders of the exercise of Subscription Rights will be reflected in a Post-Effective Amendment which will establish the purchase price per share under the Subscription Rights. The Board of Directors does not anticipate setting a Subscription Price per share of less than $.001 and therefore, the estimated net proceeds from the exercise of Subscription Rights will likely result in an immediate increase in net tangible book value per share. CAPITALIZATION The following table sets forth the capitalization of Sheffield at October 31, 1996 and as adjusted to give effect to the Distribution of the Share(s): At October 31, Stockholders' equity 1996 (1) Preferred Stock, $.0001 par value, 10,000,000 Shares authorized; none issued or outstanding 0 Common Stock $.0001 par value, 50,000,000 shares authorized, 4,500,000 shares issued and outstanding, 5,000,000 shares issued and outstanding, as adjusted $ 500 Additional Paid In Capital (2) $4,500 Total stockholders' equity $5,000 (1) The effect of the exercise of Subscription Rights will be reflected in a Post-Effective Amendment which will establish the purchase price under the Subscription Rights. (2) Gives effect to the purchase by First Agate of 500,000 shares of Sheffield Common Stock for a total purchase price of $500 on October 29, 1996 and, the payment by Pierce Mill of $4,500 on October 29, 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sheffield is a newly organized development stage company, the objective of which is to acquire an operating business in the United States. To date, Sheffield's efforts have been limited to organizational activities. On October 31, 1996, Sheffield issued 4,500,000 shares of Sheffield Common Stock to Pierce Mill for a purchase price of $4,500 in cash. On October 31, 1996, Sheffield issued 500,000 shares of Sheffield Common Stock to First Agate for a purchase price of $500. Substantially all of Sheffield's working capital needs subsequent to this offering will be attributable to the identification, evaluation and selections of a Target Business and, structuring, negotiating and consummating a Business Combination. Such working capital needs are expected to be satisfied from the $5,000 received by Sheffield from Pierce Mill and First Agate, from the efforts of Management, which will be without cost to Sheffield, and from payments made by Pierce Mill without recourse to Sheffield. MANAGEMENT The officers and directors of Sheffield, and further information concerning them are as follows: Name Age Position James M. Cassidy 61 President, Treasurer, and Director James Michael Cassidy, Esq., J.D., LL.M., received a Bachelor of Science in Languages and Linguistics from Georgetown University in 1960, a Bachelor of Laws from The Catholic University School of Law in 1963, and a Master of Laws in Taxation from The Georgetown University School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United States District Court for the Southern District of New York. From 1964- 1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller of the United States Court of Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer & Moroney and a principal in the law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been a principal in the law firm of Cassidy & Associates, Washington, D.C. and its predecessors, specializing in securities law and related corporate and federal taxation matters. Mr. Cassidy is a member of the bar of the District of Columbia and is admitted to practice before the United States Tax Court and the United States Supreme Court. EXECUTIVE COMPENSATION No executive officer has received any cash compensation from Sheffield since its inception for services rendered. Prior to the consummation of a Business Combination, if any, none of Sheffield's officers or directors will receive any compensation except that Sheffield may reimburse such officers or directors for any out-of-pocket expenses incurred in connection with activities on behalf of Sheffield. SEE "Proposed Business - Selection of a Target Business and Structuring a Business Combination." A law firm of which James M. Cassidy, a director of Sheffield, is a partner has performed services in connection with the distribution and may do so in connection with a Business Combination. Sheffield has no plan, agreement, or understanding, express or implied, with any officer, director, or promoter, or their affiliates or associates, regarding the issuance to such persons of any authorized and unissued shares of Sheffield Common Stock and Sheffield is unaware of any circumstance under which shares would be issued to such persons. There is no understanding between Sheffield and any of its present stockholders regarding the sale of a portion or all of the shares currently held by them in connection with any future participation by Sheffield in a business. There are no plans, understandings, or arrangements whereby any of Sheffield's officers, directors, principal stockholders, or promoters, or any of their affiliates or associates, would receive funds, stock or other assets in connection with Sheffield's participation in a business. No advances have been made or contemplated by Sheffield to any of its officers, directors, principal stockholders, or promoters, or any of their affiliates or associates. ADVISORS AND FINDERS FEES Although Sheffield has not entered into any agreements therefor, Sheffield may use the services of a finder or consultant to identify a Target Business. If such advisors, were used compensation to such finder or business acquisition firm may take various forms, including one-time cash payments, payments based on a percentage of revenues or product sales volume, payments involving issuance of securities (including those of Sheffield), or any combination of these or other compensation arrangements. Consequently, Sheffield is currently unable to predict the cost of utilizing such services, but estimates that any fees for such services paid in cash will not exceed 10% of the gross proceeds of this offering and/or equity securities (not debt) equal to 10% of the amount of the securities issued by Sheffield to acquire a business. The Board of Directors has not accepted any policies regarding the use of advisors, their identities or possible compensation, including any policy prohibiting the payment, either directly or indirectly, of any finder's fee or similar compensation to any person who has served as an officer or director of Sheffield prior to the acquisition. CONFLICTS OF INTEREST Sheffield has no arrangement, understanding, or intention to enter into any transaction or participate in any business venture with any officer, director, or principal stockholder or with any firm or business organization with which they are affiliated, whether by reason of stock ownership, position as officer or director, or otherwise. No proceeds from this offering will be used to purchase directly or indirectly any shares of Sheffield Common Stock owned by Management or any present stockholder, director or promoter. OTHER BLANK CHECK COMPANIES Management has not been and is not involved with any blank check companies other than Sheffield and currently does not expect to organize, purchase or otherwise promote any other companies with a structure and purposes similar to Sheffield's, if at all, until after Sheffield identifies a Target Business with which it seeks to effect a Business Combination. In the event Management's intention changes, or it otherwise becomes affiliated with a blank check company, then conflicts of interest may arise regarding competing searches for Business Combinations. INDEMNIFICATION Pursuant to Delaware law and Sheffield's Certificate of Incorporation and By-laws, its officers and directors (and former officers and directors) are entitled to indemnification from it to the full extent permitted by law. Sheffield's Certificate of Incorporation and By-laws generally provide for such indemnification for claims arising out of the acts or omissions of the company's officers and directors in their capacity as such, undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of Sheffield, and, with respect to any criminal action or proceeding, as to which they had no reasonable cause to believe that their conduct was unlawful. The conditions and extent of indemnification are set forth in the Certificate of Incorporation and By-laws. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of Sheffield pursuant to the foregoing provisions, or otherwise, Sheffield has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer or controlling person of Sheffield in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Sheffield will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue. LIMITATION ON LIABILITY As permitted by Delaware law, Sheffield's Certificate of Incorporation provides that a director of Sheffield shall not be personally liable for monetary damages for a breach of fiduciary duty as such, except for liability (i) for any breach of the director's duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) improper declaration of dividends, or (iv) for any transaction from which the director derived an improper personal benefit. This provision is intended to afford Sheffield's directors additional protection from, and limit their potential liability from, suits alleging a breach of their duty of care. Sheffield believes this provision will assist it in the future in securing the services of directors who are not employees of it. As a result of the inclusion of such a provision, stockholders may be unable to recover monetary damages against directors for actions taken by them which constitute negligence or gross negligence or which are in violation of their fiduciary duties although it may be possible to obtain injunctive or other equitable relief with respect to such actions. If equitable remedies are found not to be available to shareholders for any particular case, stockholders may not have any effective remedy against the challenged conduct. PRINCIPAL STOCKHOLDERS As of the date of this Prospectus, Pierce Mill and First Agate are the only shareholders of Sheffield. The following table sets forth information as of the date of this Prospectus and as adjusted to reflect the Distribution of Dividend Shares based on information obtained from the persons named below, with respect to beneficial ownership of shares of Sheffield Common Stock by (i) each person known by Sheffield to be the owner of more than 5% of the outstanding shares of Sheffield Common Stock, (ii) each director and (iii) all executive officers and directors as a group:
Amount and Percentage of Outstanding Pro Forma Nature of Shares of Common Stock (1) After Beneficial Before After Business Name and Address Ownership Distribution Distribution Combination (Shares) (4) Pierce Mill Associates, Inc. 4,500,000 90% 90% -0- 1504 R Street, N.W. Washington, D.C. 20009 First Agate Capital Corporation(2) 500,000 10% 0% -0- 1504 R Street, N.W. Washington, D.C. 20009 James M. Cassidy 5,000,000 100% 90% 9% (2)(3) 1504 R Street, N.W. Washington, D.C. 20009 All executive 5,000,000 100% 90% 9% officers and directors as a group (1 person)
(1) The effect of the exercise of Subscription Rights will be reflected in a Post-Effective Amendment. (2) Each of the entities or persons listed has the same address as Sheffield. (3) Ownership by Mr. Cassidy is a result of his ownership interest in Pierce Mill Associates, Inc. and First Agate. (4) Assumes the transfer in a Business Combination of the 4,500,000 shares of Sheffield Common Stock owned by Pierce Mill. CERTAIN TRANSACTIONS On October 31, 1996, Sheffield issued 4,500,000 shares of Sheffield Common Stock, $.0001 par value, to Pierce Mill for a purchase price of $4,500 in cash. On October 31, 1996, Sheffield issued 500,000 Shares of Sheffield Common Stock, $.0001 par value, to First Agate for a purchase price of $500 in cash. DESCRIPTION OF CAPITAL STOCK The authorized capital stock of Sheffield consists of 50,000,000 shares of Common Stock, par value $.0001 per share, and 10,000,000 shares of preferred stock, par value $.0001 per share (the "Sheffield Preferred Stock"). The following statements relating to the capital stock of Sheffield are summaries and do not purport to be complete. Reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the Certificate of Incorporation (the "Certificate") and the By-laws, copies of which are filed as exhibits to the Registration Statement of which this Prospectus is a part. SHEFFIELD COMMON STOCK Holders of Sheffield Common Stock will be entitled to one vote per share with respect to all matters required by law to be submitted to holders of Sheffield Common Stock. The Sheffield Common Stock will not have cumulative voting rights. The Certificate provides that any action required to be taken or that may be taken at an annual or special meeting of stockholders may be taken by written consent in lieu of a meeting of stockholders. Subject to the prior rights of holders of Preferred Stock, if any, holders of the Sheffield Common Stock will be entitled to receive such dividends as may be lawfully declared by the Board of Directors. SEE "Dividend Policy." Upon any dissolution, liquidation or winding up of Sheffield, whether voluntary or involuntary, holders of the Sheffield Common Stock are entitled to share ratably in all assets remaining after the liquidation payments have been made on all outstanding shares of Sheffield Preferred Stock, if any. Upon the Distribution, the Dividend Shares offered hereby will be fully paid and nonassessable. The Sheffield Common Stock will not have any preemptive, subscription or conversion rights except for the Subscription Rights defined herein. Under the Certificate, the Board of Directors has the authority to issue additional shares of Sheffield Common Stock. Sheffield believes that the Board of Directors' ability to issue additional shares of Sheffield Common Stock could facilitate certain financings and acquisitions and provide a means for meeting other corporate needs that might arise. The authorized but unissued shares of Sheffield Common Stock will be available for issuance without further action by Sheffield's stockholders, unless stockholder action is required by applicable law or the rules of any stock exchange or system on which the Common Stock may then be listed. The Board of Director's ability to issue additional shares of Sheffield Common Stock could, under certain circumstances, either impede or facilitate the completion of a merger, tender offer or other takeover attempt. SHEFFIELD PREFERRED STOCK Sheffield is authorized to issue up to 10,000,000 shares of Preferred Stock without further stockholder approval. The shares of Sheffield Preferred Stock may be issued in one or more series, with the number of shares of each series and the rights, preferences and limitations of each series to be determined by the Board of Directors. Among the specific matters that may be determined by the Board of Directors are dividend rights, if any, redemption rights, if any, the terms of a sinking or purchase fund, if any, the amount payable in the event of any voluntary liquidation, dissolution or winding up of the affairs of Sheffield, conversion rights, if any, and voting powers, if any. The issuance of shares of Sheffield Preferred Stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of Sheffield Preferred Stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of Sheffield Preferred Stock could adversely affect the voting power of the holders of the Sheffield Common Stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of the stockholders of Sheffield, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. Sheffield has no present plans to issue any Sheffield Preferred Stock. SUBSCRIPTION RIGHTS Sheffield will issue and distribute two Subscription Rights for each Dividend Share to be distributed to stockholders of First Agate pursuant to the Distribution. Until a Subscription Right is exercised pursuant to the terms of the Distribution, the holder thereof, as such, will have no rights as a stockholder of Sheffield, including the right to vote or receive dividends. Each Subscription Right entitles the holder thereof to subscribe for and purchase from Sheffield two authorized but heretofore unissued shares of Sheffield's Common Stock (the "Subscription Stock"). Stockholders who fully exercise their Subscription Rights will be entitled to the additional privilege of subscribing, subject to certain limitations and subject to allocation or increase, for any Subscription Stock not acquired by exercise of Subscription Rights (the "Over-Subscription Privilege"). No fractional Subscription Rights will be issued and no fractional shares will be issued upon exercise of Subscription Rights. DIVIDENDS Sheffield does not expect to pay dividends prior to the consummation of a Business Combination, if at all. Future dividends, if any, will be contingent upon Sheffield's revenues and earnings, if any, capital requirements and governmental financial conditions subsequent to the consummation of a Business Combination. The payment of dividends subsequent to a Business Combination will be within the discretion of Sheffield's then Board of Directors. Sheffield presently intends to retain all earnings, if any, for use in Sheffield's business operations and accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future. LEGAL PROCEEDINGS Sheffield is not a party to any legal proceedings and has no knowledge of any legal proceedings contemplated to be brought by or against it. LEGAL MATTERS The legality of the securities being registered by this Registration Statement is being passed upon by Cassidy & Associates, of which James M. Cassidy, a Director of Sheffield, is a principal. Mr. Cassidy is the sole shareholder of Pierce Mill Associates, Inc., the principal stockholder of Sheffield, and Mr. Cassidy has a controlling interest in First Agate, the distributing company. EXPERTS The financial statements included in this Prospectus have been audited by Weinberg, Pershes & Company, P.A., independent certified public accountants, to the extent and for the period set forth in their report appearing elsewhere herein, and is included in reliance upon such report given upon the authority of said firm as experts in accounting and auditing. SHEFFIELD ACQUISITIONS, INC. (A DEVELOPMENT STAGE COMPANY) CONTENTS PAGE 1 - INDEPENDENT AUDITORS' REPORT PAGE 2 - BALANCE SHEET AS OF OCTOBER 31, 1996 PAGE 3 - NOTES TO BALANCE SHEET AS OF OCTOBER 31, 1996 INDEPENDENT AUDITORS' REPORT To the Board of Directors of: Sheffield Acquisitions, Inc. (A Development Stage Company) We have audited the accompanying balance sheet of Sheffield Acquisitions, Inc. (a development stage company) as of October 31, 1996. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the balance sheet referred to above presents fairly in all material respects, the financial position of Sheffield Acquisitions, Inc. (a development stage company) as of October 31, 1996, in conformity with generally accepted accounting principles. WEINBERG, PERSHES & COMPANY, P.A. Boca Raton, Florida November 18, 1996 SHEFFIELD ACQUISITIONS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET AS OF OCTOBER 31, 1996 ASSETS Cash $ 5,000 ___________ TOTAL ASSETS $ 5,000 ___________ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities $ - __________ Stockholders' Equity Preferred Stock, $.0001 par value, 10 million shares authorized, zero issued and outstanding - Common Stock, $.0001 par value, 50 million shares authorized 5,000,000 issued and outstanding 500 Capital in excess of par 4,500 ----------------- Total Stockholders' Equity 5,000 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,000 __________ ---------- See accompanying notes to balance sheet. 2 SHEFFIELD ACQUISITIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO BALANCE SHEET AS OF OCTOBER 31, 1996 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Business Operations Sheffield Acquisitions, Inc. (a development stage company) ("the Company") was incorporated in Delaware on September 25, 1996 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination (the "Business Combination") with an operating business (the "Target Business"). At October 31, 1996, the Company had not yet commenced any formal business operations, and all activity to date relates to the Company's formation and proposed fund raising. The company's fiscal year end is December 31. The Company's ability to commence operations is contingent upon its ability to identify a prospective Target Business and raise the capital it will require through the issuance of equity securities, debt securities, bank borrowings or a combination thereof. The Company intends to obtain adequate financial resources through the registration of a distribution of shares of its Common Stock and Subscription Rights to its shareholders the ("Proposed Distribution"). The Subscription Rights will entitle the holder to purchase two (2) shares of Common Stock of the Company for each Subscription Right held for a purchase price to be determined by the Company's Board of Directors at the time a Business Combination is identified, such price to be not more than $2.50 per Subscription Right. Subscription Rights will be exercisable when determined by action of the Board of Directors which establishes the Subscription Price and the number of Subscription Rights which may be exercised in such Subscription Period and specifies the Subscription Period established by the Company. The Shares to be distributed to the shareholders, the Subscription Rights and any shares issuable upon exercise of Subscription Rights will be held in escrow and may not be sold or transferred until the Company has consummated a Business Combination. 3 SHEFFIELD ACQUISITIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO BALANCE SHEET AS OF OCTOBER 31, 1996 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) After the Business Combination is consummated, the Shares will be released from escrow. Due to the terms of the Proposed Distribution, the Company has not established a time period within which to exercise the Subscription Rights as such exercise is dependent upon further action of the Board of Directors. The Company anticipates that, due to the time constraints imposed on the management of the Company, it is not possible to predict which such action may occur. B. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 - PROPOSED DISTRIBUTIONS The Proposed Distributions call for the Company to register the 500,000 shares of Common Stock being distributed to the stockholders of First Agate Capital Corporation (a corporation who will distribute the stock to its stockholders) and 2,000,000 shares of Common Stock for issuance upon the exercise of the Subscription Rights. The Subscription Price will be established by the Board of Directors and will be no more than $2.50 per Subscription Right. NOTE 3 - STOCKHOLDERS' EQUITY A. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock at $.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. 4 SHEFFIELD ACQUISITIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO BALANCE SHEET AS OF OCTOBER 31, 1996 NOTE 3 - STOCKHOLDERS' EQUITY B. Common Stock The Company issued 4,500,000 and 500,000 shares of Common Stock par value $.0001 per share to Pierce Mill Associates, Inc. and First Agate Capital Corporation, respectively. 5 No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information or representations may not be relied on as having been authorized by Sheffield or by any of the Underwriters. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of Sheffield since the date hereof. This Prospectus does not constitute an offer to sell, or solicitation of any offer to buy, by any person in any jurisdiction in which it is unlawful for any such person to make such offer or solicitation. Neither the delivery of this Prospectus nor any offer, solicitation or sale made hereunder, shall under any circumstances create any implication that the information herein is correct as of any time subsequent to the date of the Prospectus. - ------------------------ TABLE OF CONTENTS Page Prospectus Summary . . . . . . . . . . . . . Sheffield Acquisitions, Inc. . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . Distribution . . . . . . . . . . . . . . . . Proposed Business . . . . . . . . . . . . . Use of Proceeds . . . . . . . . . . . . . . Dilution . . . . . . . . . . . . . . . . . . Capitalization . . . . . . . . . . . . . . . Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . Management . . . . . . . . . . . . . . . . . Principal Stockholders . . . . . . . . . . . Description of Capital Stock . . . . . . . . Legal Proceedings . . . . . . . . . . . . . Legal Matters . . . . . . . . . . . . . . . Experts . . . . . . . . . . . . . . . . . . Index to Financial Statements . . . . . . . Until 90 days after the release of the registered securities from the Escrow Account, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligations of dealers to deliver a Prospectus when Acting as underwriters and with respect to their unsold allotments or subscriptions. ======================= SHEFFIELD ACQUISITIONS, INC. 500,000 Shares of Common Stock and Subscription Rights to Purchase 2,000,000 shares of Common Stock - ---------- PROSPECTUS - ---------- November ____, 1996 ======================= PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the expenses in connection with this Registration Statement. All of such expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission. Filing Fee - Securities and Exchange Commission $ 1,515 Fees and Expenses of Accountants 500 Fees and Expenses of Counsel 50,000 Blue Sky Fees and Expenses 1,000 Printing and Engraving Expenses 500 ransfer and Distribution Agent Fees 500 Miscellaneous Expenses 985 Total $55,000 These expenses have been or will be paid by Pierce Mill without recourse to Sheffield. Pierce Mill owns 4,500,000 shares (90%) of the Sheffield Common Stock. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sheffield is incorporated in Delaware. Under Section 145 of the General Corporation Law of the State of Delaware, a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses incurred in any action, suit or proceeding. The Certificate of Incorporation and the By-laws of Sheffield provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. The General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Sheffield's Certificate of Incorporation contains such a provision. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES On October 31, 1996, Sheffield issued 4,500,000 shares of Sheffield Common Stock par value $.0001 per share to Pierce Mill Associates, Inc., a Delaware corporation for consideration of $4,500 in cash in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933. On October 31, 1996, Sheffield issued 500,000 shares of Sheffield Common Stock, par value $.0001 per share to First Agate Capital Corporation, a Delaware corporation ("First Agate") for a total consideration of $500 in cash in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits 3.(i) Certificate of Incorporation of Sheffield Acquisitions, Inc. 3.(ii) By-Laws of Sheffield Acquisitions, Inc. 4.1 * Form of Sheffield Common Stock Certificate 4.2 * Form of Subscription Form by which holders of Sheffield Common Stock may exercise their Subscription Rights and Over-Subscription Privileges 5.1 * Opinion of Cassidy & Associates 10.1 * Form of Escrow Agreement for proceeds from exercise of Subscription Rights 10.2 * Form of Escrow Agreement for the Dividend Shares and Subscription Rights 23.1 Consent of Weinberg, Pershes & Company, P.A. 23.2 Consent of Cassidy & Associates (included in Exhibit 5) 27. * Financial Data Schedule - --------------- * To be filed by Amendment. (b) The following financial statement schedules are included in this Registration Statement. None. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes that: (i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Sheffield Acquisitions, Inc. certifies thatit has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, D.C. on the 29th day of November, 1996. SHEFFIELD ACQUISITIONS, INC. By:/s/ James M. Cassidy James M. Cassidy President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ James M. Cassidy Director, President, November 29, 1996 Chief Executive Officer EXHIBIT INDEX 3.(i) Certificate of Incorporation of Sheffield Acquisitions, Inc. 3.(ii) By-Laws of Sheffield Acquisitions, Inc. 23.1 Consent of Weinberg, Pershes & Company, P.A. EX-3.(I) 2 ARTICLES OF INCORPORATION CERTIFICATE OF INCORPORATION of SHEFFIELD ACQUISITIONS, INC. ARTICLE ONE Name The name of the Corporation is Sheffield Acquisitions, Inc. ARTICLE TWO Duration The Corporation shall have perpetual existence. ARTICLE THREE Purpose The purpose for which this Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE FOUR Shares The total number of shares of stock which the Corporation shall have authority to issue is 60,000,000 shares, consisting of 50,000,000 shares of Common Stock having a par value of $.0001 per share and 10,000,000 shares of Preferred Stock having a par value of $.0001 per share. The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: A. The number of shares constituting that series and the distinctive designation of that series; B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on share of that series; C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; E. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; F. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and H. Any other relative rights, preferences and limitations of that series. ARTICLE FIVE Commencement of Business The Corporation is authorized to commence business as soon as its certificate of incorporation has been filed. ARTICLE SIX Principal Office and Registered Agent The post office address of the initial registered office of the Corporation and the name of its initial registered agent and its business address is The Prentice Hall Corporation System, Inc. 1013 Centre Road Wilmington, Delaware 19805 (County of New Castle) The initial registered agent is a resident of the State of Delaware. ARTICLE SEVEN Incorporator Lee W. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009. ARTICLE EIGHT Pre-Emptive Rights No Shareholder or other person shall have any pre-emptive rights whatsoever. ARTICLE NINE By-Laws The initial by-laws shall be adopted by the Shareholders or the Board of Directors. The power to alter, amend, or repeal the by-laws or adopt new by-laws is vested in the Board of Directors, subject to repeal or change by action of the Shareholders. ARTICLE TEN Number of Votes Each share of Common Stock has one vote on each matter on which the share is entitled to vote. ARTICLE ELEVEN Majority Votes A majority vote of a quorum of Shareholders (consisting of the holders of a majority of the shares entitled to vote, represented in person or by proxy) is sufficient for any action which requires the vote or concurrence of Shareholders, unless otherwise required or permitted by law or the by-laws of the Corporation. ARTICLE TWELVE Non-Cumulative Voting Directors shall be elected by majority vote. Cumulative voting shall not be permitted. ARTICLE THIRTEEN Interested Directors, Officers and Securityholders A. Validity. If Paragraph (B) is satisfied, no contract or other transaction between the Corporation and any of its directors, officers or securityholders, or any corporation or firm in which any of them are directly or indirectly interested, shall be invalid solely because of this relationship or because of the presence of the director, officer or securityholder at the meeting of the Board of Directors or committee authorizing the contract or transaction, or his participation or vote in the meeting or authorization. B. Disclosure, Approval, Fairness. Paragraph (A) shall apply only if: (1) The material facts of the relationship or interest of each such director, officer or securityholder are known or disclosed: (a) to the Board of Directors or the committee and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or (b) to the Shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes; or (2) the contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors, the committee or the Shareholders. ARTICLE FOURTEEN Indemnification and Insurance A. Persons. The Corporation shall indemnify, to the extent provided in Paragraphs (B), (D) or (F) and to the extent permitted from time to time by law: (1) any person who is or was director, officer, agent or employee of the Corporation, and (2) any person who serves or served at the Corporation's request as a director, officer, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise. B. Extent--Derivative Suits. In case of a suit by or in the right of the Corporation against a person named in Paragraph (A) by reason of his holding a position named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the standard in Paragraph (C), for expenses (including attorney's fees but excluding amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of the suit. C. Standard--Derivative Suits. In case of a suit by or in the right of the Corporation, a person named in Paragraph (A) shall be indemnified only if: (1) he is successful on the merits or otherwise, or (2) he acted in good faith in the transaction which is the subject of the suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged liable for negligence or misconduct in the performance of his duty to the Corporation unless (and only to the extent that) the court in which the suit was brought shall determine, upon application, that despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. D. Extent--Nonderivative Suits. In case of a suit, action or proceeding (whether civil, criminal, administrative or investigative), other than a suit by or in the right of the Corporation against a person named in Paragraph (A) by reason of his holding a position named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the standard in Paragraph (E), for amounts actually and reasonably incurred by him in connection with the defense or settlement of the suit as (1) expenses (including attorneys' fees), (2) amounts paid in settlement (3) judgments, and (4) fines. E. Standard--Nonderivative Suits. In case of a nonderivative suit, a person named in Paragraph (A) shall be indemnified only if: (1) he is successful on the merits or otherwise, or (2) he acted in good faith in the transaction which is the subject of the nonderivative suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and , with respect to any criminal action or proceeding, he had no reason to believe his conduct was unlawful. The termination of a nonderivative suit by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person failed to satisfy this Paragraph (E) (2). F. Determination That Standard Has Been Met. A determination that the standard of Paragraph (C) or (E) has been satisfied may be made by a court of law or equity or the determination may be made by: (1) a majority of the directors of the Corporation (whether or not a quorum) who were not parties to the action, suit or proceeding, or (2) independent legal counsel (appointed by a majority of the directors of the Corporation, whether or not a quorum, or elected by the Shareholders of the Corporation) in a written opinion, or (3) the Shareholders of the Corporation. G. Proration. Anyone making a determination under Paragraph (F) may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified. H. Advance Payment. The Corporation may pay in advance any expenses (including attorney's fees) which may become subject to indemnification under paragraphs (A) - (G) if: (1) the Board of Directors authorizes the specific payment and (2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the Corporation under Paragraphs (A) - (G). I. Nonexclusive. The indemnification provided by Paragraphs (A) - (G) shall not be exclusive of any other rights to which a person may be entitled by law or by by-law, agreement, vote of Shareholders or disinterested directors, or otherwise. J. Continuation. The indemnification and advance payment provided by Paragraphs (A) - (H) shall continue as to a person who has ceased to hold a position named in paragraph (A) and shall inure to his heirs, executors and administrators. K. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in Paragraph (A) against any liability incurred by him in any such positions or arising out of this status as such, whether or not the Corporation would have power to indemnify him against such liability under Paragraphs (A) - (H). L. Reports. Indemnification payments, advance payments, and insurance purchases and payments made under Paragraphs (A) - (K) shall be reported in writing to the Shareholders of the Corporation with the next notice of annual meeting, or within six months, whichever is sooner. M. Amendment of Article. Any changes in the General Corporation Law of Delaware increasing, decreasing, amending, changing or otherwise effecting the indemnification of directors, officers, agents, or employees of the Corporation shall be incorporated by reference in this Article as of the date of such changes without further action by the Corporation, its Board of Directors, of Shareholders, it being the intention of this Article that directors, officers, agents and employees of the Corporation shall be indemnified to the maximum degree allowed by the General Corporation Law of the State of Delaware at all times. ARTICLE FIFTEEN Limitation On Director Liability A. Scope of Limitation. No person, by virtue of being or having been a director of the Corporation, shall have any personal liability for monetary damages to the Corporation or any of its Shareholders for any breach of fiduciary duty except as to the extent provided in Paragraph (B). B. Extent of Limitation. The limitation provided for in this Article shall not eliminate or limit the liability of a director to the Corporation or its Shareholders (i) for any breach of the director's duty of loyalty to the Corporation or its Shareholders (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) for any unlawful payment of dividends or unlawful stock purchases or redemptions in violation of Section 174 of the General Corporation Law of Delaware or (iv) for any transaction for which the director derived an improper personal benefit. IN WITNESS WHEREOF, the incorporator hereunto has executed this certificate of incorporation on this 24th day of September, 1996. ___________________________________ Lee W. Cassidy EX-3.(II) 3 BY-LAWS SHEFFIELD ACQUISITIONS, INC. By-Laws Article I The Stockholders Section 1.1. Annual Meeting. The annual meeting of the stockholders of Sheffield Acquisitions, Inc. (the "Corporation") shall be held on the third Thursday in May of each year at 10:30 a.m. local time, or at such other date or time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the election of directors and for the transaction of such other business as may come before the meeting. Section 1.2. Special Meetings. A special meeting of the stockholders may be called at any time by the written resolution or request of two-thirds or more of the members of the Board of Directors, the president, or any executive vice president and shall be called upon the written request of the holders of two- thirds or more in amount, of each class or series of the capital stock of the Corporation entitled to vote at such meeting on the matters(s) that are the subject of the proposed meeting, such written request in each case to specify the purpose or purposes for which such meeting shall be called, and with respect to stockholder proposals, shall further comply with the requirements of this Article. Section 1.3. Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the date, hour and place where it is to be held, shall be served either personally or by mail, not less than fifteen nor more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their stock, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, notice shall be deemed to be delivered when deposited in the United States mail or with any private express mail service, postage or delivery fee prepaid, and shall be directed to each such stockholder at his address, as it appears on the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request. Section 1.4. Fixing Date of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting (to the extent that such action by written consent is permitted by law, the Certificate of Incorporation and these By-Laws), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in its state of incorporation, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Section 1.5. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed and the proxies and ballots shall be received and be taken in charge. All questions touching on the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by one or more inspectors. Such inspectors shall be appointed by the Board of Directors before or at the meeting, or, if no such appointment shall have been made, then by the presiding officer at the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to serve shall be appointed in like manner. Section 1.6. Quorum. At any meeting of the stockholders the holders of such number of all of the outstanding shares of the capital stock of the Corporation taken together as a single class as represents one-third of all votes that may be made at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum. If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed in accordance with these By-Laws for an annual or special meeting, a majority in interest of the stockholders present in person or by proxy may adjourn, from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Section 1.7. Business. The chairman of the Board, if any, the president, or in his absence the vice-chairman, if any, or an executive vice president, in the order named, shall call meetings of the stockholders to order, and shall act as chairman of such meeting; provided, however, that the Board of Directors or executive committee may appoint any stockholder to act as chairman of any meeting in the absence of the chairman of the Board. The secretary of the Corporation shall act as secretary at all meetings of the stockholders, but in the absence of the secretary at any meeting of the stockholders, the presiding officer may appoint any person to act as secretary of the meeting. Section 1.8. Stockholder Proposals. No proposal by a stockholder shall be presented for vote at a special or annual meeting of stockholders unless such stockholder shall, not later than the close of business on the fifth day following the date on which notice of the meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting of stockholders, which notice shall include the name and address of such stockholder, the number of voting securities that he holds of record and that he holds beneficially, the text of the proposal to be presented to the meeting and a statement in support of the proposal. Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting or special meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of Directors or the secretary prior to the date set forth hereinabove, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, qua stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided. Notwithstanding any other provision of these By-Laws, the Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any such proposal to stockholders at a special or annual meeting of stockholders if the Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in its proxy materials to stockholders in accordance with any such section, rule or regulation. Section 1.9. Proxies. At all meetings of stockholders, a stockholder entitled to vote may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 1.10. Voting by Ballot. The votes for directors, and upon the demand of any stockholder or when required by law, the votes upon any question before the meeting, shall be by ballot. Section 1.11. Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Section 1.12. Place of Meeting. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation. Section 1.13. Voting of Stock of Certain Holders. Shares of capital stock of the Corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine. Shares of capital stock of the Corporation standing in the name of a deceased person, a minor ward or an incompetent person may be voted by his administrator, executor, court-appointed guardian or conservator, either in person or by proxy, without a transfer of such stock into the name of such administrator, executor, court-appointed guardian or conservator. Shares of capital stock of the Corporation standing in the name of a trustee may be voted by him, either in person or by proxy. Shares of capital stock of the Corporation standing in the name of a receiver may be voted, either in person or by proxy, by such receiver, and stock held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in any appropriate order of the court by which such receiver was appointed. A stockholder whose stock is pledged shall be entitled to vote such stock, either in person or by proxy, until the stock has been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote, either in person or by proxy, the stock so transferred. Shares of its own capital stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding stock at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding stock at any given time. Article II Board of Directors Section 2.1. General Powers. The business, affairs, and the property of the Corporation shall be managed and controlled by the Board of Directors (the "Board"), and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in the Board. Section 2.2. Number of Directors. The number of directors which shall constitute the whole Board shall be not fewer than one nor more than five. Within the limits above specified, the number of directors shall be determined by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office. Section 2.3. Election, Term and Removal. Directors shall be elected at the annual meeting of stockholders to succeed those directors whose terms have expired. Each director shall hold office for the term for which elected and until his or her successor shall be elected and qualified. Directors need not be stockholders. A director may be removed from office at a meeting expressly for that purpose by the vote of stockholders holding not less than two-thirds of the shares entitled to vote at an election of directors. Section 2.4. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum; except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs provided that the holders of not less than two-thirds of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote for the election of directors, voting together as a single class, shall vote for each replacement director. All directors elected to fill vacancies shall hold office for a term expiring at the time of the next annual meeting of stockholders and upon election and qualification of his successor. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director. Section 2.5. Resignations. Any director of the Corporation may resign at any time by giving written notice to the president or to the secretary of the Corporation. The resignation of any director shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 2.6. Place of Meetings, etc. The Board of Directors may hold its meetings, and may have an office and keep the books of the Corporation (except as otherwise may be provided for by law), in such place or places in or outside the state of incorporation as the Board from time to time may determine. Section 2.7. Regular Meetings. Regular meetings of the Board of Directors shall be held as soon as practicable after adjournment of the annual meeting of stockholders at such time and place as the Board of Directors may fix. No notice shall be required for any such regular meeting of the Board. Section 2.8. Special Meetings. Special meetings of the Board of Directors shall be held at places and times fixed by resolution of the Board of Directors, or upon call of the chairman of the Board, if any, or vice-chairman of the Board, if any, the president, an executive vice president or two-thirds of the directors then in office. The secretary or officer performing the secretary's duties shall give not less than twenty-four hours' notice by letter, telegraph or telephone (or in person) of all special meetings of the Board of Directors, provided that notice need not given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. Section 2.9. Participation by Conference Telephone. Members of the Board of Directors of the Corporation, or any committee thereof, may participate in a regular or special or any other meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Section 2.10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if prior or subsequent to such action all the members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. Section 2.11. Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time. Section 2.12. Business. Business shall be transacted at meetings of the Board of Directors in such order as the Board may determine. At all meetings of the Board of Directors, the chairman of the Board, if any, the president, or in his absence the vice-chairman, if any, or an executive vice president, in the order named, shall preside. Section 2.13. Interest of Directors in Contracts. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the Corporation's directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors or the stockholders. (b) Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 2.14. Compensation of Directors. Each director of the Corporation who is not a salaried officer or employee of the Corporation, or of a subsidiary of the Corporation, shall receive such allowances for serving as a director and such fees for attendance at meetings of the Board of Directors or the executive committee or any other committee appointed by the Board as the Board may from time to time determine. Section 2.15. Loans to Officers or Employees. The Board of Directors may lend money to, guarantee any obligation of, or otherwise assist, any officer or other employee of the Corporation or of any subsidiary, whether or not such officer or employee is also a director of the Corporation, whenever, in the judgment of the directors, such loan, guarantee, or assistance may reasonably be expected to benefit the Corporation; provided, however, that any such loan, guarantee, or other assistance given to an officer or employee who is also a director of the Corporation must be authorized by a majority of the entire Board of Directors. Any such loan, guarantee, or other assistance may be made with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, but not limited to, a pledge of shares of the Corporation, and may be made upon such other terms and conditions as the Board of Directors may determine. Section 2.16. Nomination. Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders, the close of business on the last day of the eighth month after the immediately preceding annual meeting of stockholders, and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the fifth day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors, and; (e) the consent of each nominee to serve as a director of the Corporation if so elected. The presiding officer at the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Article III Committees Section 3.1. Committees. The Board of Directors, by resolution adopted by a majority of the number of directors then fixed by these By-Laws or resolution thereto, may establish such standing or special committees of the Board as it may deem advisable, and the members, terms, and authority of such committees shall be set forth in the reslutions establishing such committee. Section 3.2. Executive Committee Number and Term of Office. The Board of Directors may, at any meeting, by majority vote of the Board of Directors, elect from the directors an executive committee. The executive committee shall consist of such number of members as may be fixed from time to time by resolution of the Board of Directors. The Board of Directors may designate a chairman of the committee who shall preside at all meetings thereof, and the committee shall designate a member thereof to preside in the absence of the chairman. Section 3.3. Executive Committee Powers. The executive committee may, while the Board of Directors is not in session, exercise all or any of the powers of the Board of Directors in all cases in which specific directions shall not have been given by the Board of Directors; except that the executive committee shall not have the power or authority of the Board of Directors to (i) amend the Certificate of Incorporation or the By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors, (iii) adopt an agreement or certification of ownership, merger or consolidation, (iv) recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, or a dissolution of the Corporation or a revocation of a dissolution, (v) declare a dividend, or (vi) authorize the issuance of stock. Section 3.4. Executive Committee Meetings. Regular and special meetings of the executive committee may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors. Special meetings of the executive committee may be called by any member thereof. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special or regular meeting of the executive meeting if a quorum is present. At any meeting at which every member of the executive committee shall be present, in person or by telephone, even though without any notice, any business may be transacted. All action by the executive committee shall be reported to the Board of Directors at its meeting next succeeding such action. The executive committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors, but in every case the presence of a majority of the total number of members of the executive committee shall be necessary to constitute a quorum. In every case, the affirmative vote of a quorum shall be necessary for the adoption of any resolution. Section 3.5. Executive Committee Vacancies. The Board of Directors, by majority vote of the Board of Directors then in office, shall fill vacancies in the executive committee by election from the directors. Article IV The Officers Section 4.1. Number and Term of Office. The officers of the Corporation shall consist of, as the Board of Directors may determine and appoint from time to time, a chief executive officer, a president, one or more executive vice-presidents, a secretary, a treasurer, a controller, and/or such other officers as may from time to time be elected or appointed by the Board of Directors, including such additional vice-presidents with such designations, if any, as may be determined by the Board of Directors and such assistant secretaries and assistant treasurers. In addition, the Board of Directors may elect a chairman of the Board and may also elect a vice-chairman as officers of the Corporation. Any two or more offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled any office except as may be required by law. The officers of the Corporation shall be elected or appointed from time to time by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected or appointed or until his death or until he shall resign or shall have been removed by the Board of Directors. Each of the salaried officers of the Corporation shall devote his entire time, skill and energy to the business of the Corporation, unless the contrary is expressly consented to by the Board of Directors or the executive committee. Section 4.2. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby. Section 4.3. The Chairman of the Board. The chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors and shall have such other authority and perform such other duties as are prescribed by law, by these By-Laws and by the Board of Directors. The Board of Directors may designate the chairman of the Board as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer. Section 4.4. The Vice-Chairman. The vice-chairman, if any, shall have such authority and perform such other duties as are prescribed by these By-Laws and by the Board of Directors. In the absence or inability to act of the chairman of the Board and the president, he shall preside at the meetings of the stockholders and of the Board of Directors and shall have and exercise all of the powers and duties of the chairman of the Board. The Board of Directors may designate the vice-chairman as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer. Section 4.5. The President. The president shall have such authority and perform such duties as are prescribed by law, by these By-Laws, by the Board of Directors and by the chief executive officer (if the president is not the chief executive officer). The president, if there is no chairman of the Board, or in the absence or the inability to act of the chairman of the Board, shall preside at all meetings of stockholders and of the Board of Directors. Unless the Board of Directors designates the chairman of the Board or the vice-chairman as chief executive officer, the president shall be the chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer. Section 4.6. The Chief Executive Officer. Unless the Board of Directors designates the chairman of the Board or the vice- chairman as chief executive officer, the president shall be the chief executive officer. The chief executive officer of the Corporation shall have, subject to the supervision and direction of the Board of Directors, general supervision of the business, property and affairs of the Corporation, including the power to appoint and discharge agents and employees, and the powers vested in him by the Board of Directors, by law or by these By-Laws or which usually attach or pertain to such office. Section 4.7. The Executive Vice-Presidents. In the absence of the chairman of the Board, if any, the president and the vice-chairman, if any, or in the event of their inability or refusal to act, the executive vice-president (or in the event there is more than one executive vice-president, the executive vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the chairman of the Board, of the president and of the vice-chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman of the Board, the president and the vice-chairman. Any executive vice-president may sign, with the secretary or an authorized assistant secretary, certificates for stock of the Corporation and shall perform such other duties as from time to time may be assigned to him by the chairman of the Board, the president, the vice-chairman, the Board of Directors or these By-Laws. Section 4.8. The Vice-Presidents. The vice-presidents, if any, shall perform such duties as may be assigned to them from time to time by the chairman of the Board, the president, the vice-chairman, the Board of Directors, or these By-Laws. Section 4.9. The Treasurer. Subject to the direction of chief executive officer and the Board of Directors, the treasurer shall have charge and custody of all the funds and securities of the Corporation; when necessary or proper he shall endorse for collection, or cause to be endorsed, on behalf of the Corporation, checks, notes and other obligations, and shall cause the deposit of the same to the credit of the Corporation in such bank or banks or depositary as the Board of Directors may designate or as the Board of Directors by resolution may authorize; he shall sign all receipts and vouchers for payments made to the Corporation other than routine receipts and vouchers, the signing of which he may delegate; he shall sign all checks made by the Corporation (provided, however, that the Board of Directors may authorize and prescribe by resolution the manner in which checks drawn on banks or depositaries shall be signed, including the use of facsimile signatures, and the manner in which officers, agents or employees shall be authorized to sign); unless otherwise provided by resolution of the Board of Directors, he shall sign with an officer-director all bills of exchange and promissory notes of the Corporation; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter regularly full and accurate account of the Corporation in books of the Corporation to be kept by him for that purpose; he shall, at all reasonable times, exhibit his books and accounts to any director of the Corporation upon application at his office during business hours; and he shall perform all acts incident to the position of treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sure ties as the Board of Directors may require. Section 4.10. The Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors, the minutes of all meetings of the stockholders and (unless otherwise directed by the Board of Directors) the minutes of all committees, in books provided for that purpose; he shall attend to the giving and serving of all notices of the Corporation; he may sign with an officer-director or any other duly authorized person, in the name of the Corporation, all contracts authorized by the Board of Directors or by the executive committee, and, when so ordered by the Board of Directors or the executive committee, he shall affix the seal of the Corporation thereto; he may sign with the president or an executive vice-president all certificates of shares of the capital stock; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or the executive committee may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the secretary's office during business hours; and he shall in general perform all the duties incident to the office of the secretary, subject to the control of the chief executive officer and the Board of Directors. Section 4.11. The Controller. The controller shall be the chief accounting officer of the Corporation. Subject to the supervision of the Board of Directors, the chief executive officer and the treasurer, the controller shall provide for and maintain adequate records of all assets, liabilities and transactions of the Corporation, shall see that accurate audits of the Corporation's affairs are currently and adequately made and shall perform such other duties as from time to time may be assigned to him. Section 4.12. The Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine. The assistant secretaries as thereunto authorized by the Board of Directors may sign with the chairman of the Board, the president, the vice-chairman or an executive vice-president, certificates for stock of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or chief executive officer, the Board of Directors, or these By-Laws. Section 4.13. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. Section 4.14. Voting upon stocks. Unless otherwise ordered by the Board of Directors or by the executive committee, any officer, director or any person or persons appointed in writing by any of them, shall have full power and authority in behalf of the Corporation to attend and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock, and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person or persons. Article V Contracts and Loans Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Article VI Certificates for Stock and Their Transfer Section 6.1. Certificates for Stock. Certificates representing stock of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the chairman of the Board, the president, the vice-chairman or an executive vice-president and/or by the secretary or an authorized assistant secretary and shall be sealed with the seal of the Corporation. The seal may be a facsimile. If a stock certificate is countersigned (i) by a transfer agent other than the Corporation or its employee, or (ii) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. All certificates for stock shall be consecutively numbered or otherwise identified. The name of the person to whom the shares of stock represented thereby are issued, with the number of shares of stock and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares of stock shall have been surrendered and canceled, except that, in the event of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Section 6.2. Transfers of Stock. Transfers of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the Corporation, and on surrender for cancellation of the certificate for such stock. The person in whose name stock stands on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Article VII Fiscal Year Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year. Article VIII Seal Section 8.1. Seal. The Board of Directors shall approve a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation. Article IX Waiver of Notice Section 9.1. Waiver of Notice. Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the Certificate of Incorporation or under the provisions of the corporation law of the state of incorporation, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of any person at a meeting for which any notice is required to be given under the provisions of these By-Laws, the Certificate of Incorporation or the corporation law of the state of incorporation shall constitute a waiver of notice of such meeting except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Article X Amendments Section 10.1. Amendments. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the Board of Directors of the Corporation by the affirmative vote of a two-thirds or more of the members of the Board, or by the affirmative vote of the holders of 75 percent or more of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote generally in the election of directors, voting together as a single class, cast at a meeting of the stockholders called for that purpose. Article XI Indemnification Section 11.1. Indemnification. The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time. [END] EX-23 4 CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the use in the Registration Statement of our report dated November 18, 1996, relating to the financial statements of Sheffield Acquisitions, Inc. and to the reference to our Firm under the caption "Experts" in the Prospectus. WEINBERG, PERSHES & COMPANY, P.A. Certified Public Accountants Boca Raton, Florida November 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----