PROPERTY
Our Motorcars of South Florida's dealership is located at 2600 South
Federal Highway, Delray Beach, Florida 33483, where we lease approximately 1.75
acres under two lease agreements at an aggregate base rental rate of $19,000 per
month. The lease expires in 2003.
Commencing December 2002, our executive offices are located at 980
North Federal Highway, Suite 206, Boca Raton, Florida 33432. This lease
continues through December 2007 at approximately $3,500 per month.
In June 2002, our subsidiary signed a lease agreement for approximately
6,500 square feet of showroom floor located in Fort Lauderdale, Florida. This
lease commenced on June 1, 2002 and continues through June 1, 2007, at
approximately $20,000 per month. We closed this location on January 1, 2003 and
we intend to negotiate a settlement with the landlord.
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LEGAL PROCEEDINGS
On July 3, 2002, CGF Securities, LLC filed a complaint in the circuit
court in and for Palm Beach County, Florida to demand the filing of a
registration statement covering certain shares of our restricted common stock
which were issued to certain accredited investors under a private placement
conducted by AAG in which CGF Securities served as placement agent. Certain
affiliates of CGF Securities also purchased shares of our common stock under the
private placement. As a successor to AAG, pursuant to the terms of the private
placement we were obligated to file a registration statement covering the shares
issued in the private placement. We have included these shares in this
registration statement. We also agreed to issue the investors of CGF Securities
an aggregate of 558,912 shares of our common stock to settle the complaint and
agreed to use our best efforts to complete this registration statement on a
timely basis. The additional shares are also included in this registration
statement. In addition, within 90 days from the effective date of this
registration statement, we will issue these investors an additional number of
shares so the value of the number of shares held by each investor on the
effective date of the registration statement equals the value of each investor's
initial investment. Upon the refiling of this registration statement and
issuance of additional shares we believe the matter should be mute.
On July 22, 2002, a Schedule 13D was filed by Del Ray Beach Properties,
LLC relating to the beneficial ownership of certain shares of common stock of
our company held by Barry Tenzer, our chief executive officer. Del Ray Beach
Properties, LLC filed a Schedule 13D pursuant to a claim that it has exercised
an option to purchase certain shares of common stock held by Mr. Tenzer. Mr.
Tenzer challenged the validity of the claim and subsequently sold the
shares in question to Vantage Group Ltd. (an unrelated third party). The action
was dismissed without prejudice by the United States District Court for the
Southern District of Florida of Miami Dade County. Del Ray Beach Properties, LLC
has amended and refiled their complaint. We recently responded to the amended
complaint and submitted a motion to dismiss. To date, the court has not made any
further ruling.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF OUR COMPANY
The following table includes the names, positions held and ages of our
executive officers and directors. All directors serve for one year and until
their successors are elected and qualify. Directors do not presently receive
compensation for their services as directors. Officers are elected by our board
of directors and their terms of office are, except as otherwise stated in
employment contracts, at the discretion of the board. The following table
includes the names, positions held and ages of our executive officers and
directors as of the date of this prospectus that were appointed to serve on our
board of directors at our annual meeting of shareholders.
Name Age Position
Barry Tenzer 69 Chief Executive Officer, President
and Chairman of the Board of Directors
David Jacoby 35 Chief Financial Officer, Vice
President and Director
Stephenson D. Noel 52 Director
Michelle Mathis 44 Director
* Messrs. William Weisman, Patrick Donohue and Michael Shea served on our
board of directors during limited parts of 2002. These individuals
resigned from our board for personal reasons.
Barry Tenzer, chief executive officer, president and chairman of the board of
directors - has served as an officer and director of our company since January
9, 2002. Mr. Tenzer graduated from Cornell University with a bachelors of arts
degree in 1953 and from New York University with an LLB, in 1956. Mr. Tenzer was
admitted to the New York Bar Association in 1957 and practiced law in private
practice until 1961. Since 1961, Mr. Tenzer has been involved in several public
and private corporations, serving in varying capacities, from founder to general
partner and from treasurer to chairman and chief executive officer. Mr. Tenzer
founded Motorcars of South Florida, in 1994 and has been actively involved in
its day to day operations since 1994.
David Jacoby, vice president, chief financial officer and director - has served
as an officer and director of our company since January 9, 2002. Mr. Jacoby
graduated from Fairleigh Dickinson University in 1988 with a bachelors degree in
business administration. Mr. Jacoby, who has specialized in the exotic and
highline automotive market for ten years, joined Motorcars of South Florida at
its inception in 1994.
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Doron Sauer, vice president and director - served as an officer and director of
our company from January 22, 2002 through October 2002. Mr. Sauer was a member
of the Israeli air force from 1976 through 1979 where he gained experience as an
aircraft electronic components technician. In 1982, he founded Doctor Auto, a
mobile on-call car repair service located in New Jersey. In 1983, Mr. Sauer
became involved in the sales of imported European vehicles when he organized Tri
Star Auto, a private import company located in New Jersey. In 1985, he and a
partner founded C&K Auto Sales, the predecessor to C & K Auto Imports, Inc.
Shortly thereafter, he became the principal and sole shareholder of C&K. Mr.
Sauer remained the principal and sole shareholder of C&K until he sold C&K to
our company in January 2002. He currently serves as president of C&K Auto
Imports. He holds no degree from an institute of higher learning. Pursuant to
our recent sale of C&K Auto Imports, he is no longer associated with our
company.
Stephenson D. Noel - has served as a director since August 2002. For the past
fifteen years Mr. Noel has been employed as a private investment consultant to
high net worth individuals. Prior to his current employment Mr. Noel was
comptroller to The HIC Corporation, Coyaba Beach Resort and an assistant
accountant with the law firm of Tenzer, Greenbalt, Fallon & Kaplan. Mr. Noel is
a graduate of Presentation Brothers College of Granada (a four year
university)with a degree in accounting.
Michelle Mathis - has served as a director since August 2002. Ms. Mathis is
president of New Renaissance Group, Inc., a strategic business consulting firm.
Additionally Ms. Mathis serves as advisor to Miracom Partners International,
Inc. in a corporate liaison relationship between the Russian Ministry of Health,
the Russian Pediatric Counsel and the U.S. Federal Government. She has served as
in-house counsel and as a member of the board of directors for Avid Sportswear &
Golf, Inc., a public company without current operations. Ms. Mathis has a
law degree from Southern Methodist University,
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Say, SMU is conveniently located in DALLAS too!!!
