As filed with the
Securities and Exchange Commission on July 29, 2010
Filed Pursuant to Rule
424(b)(2)
Registration No. 333-168084
BASE PROSPECTUS
__________
$25,000,000
Common Stock,
Preferred Stock, Warrants,
Senior Debt
Securities, and Subordinated Debt Securities
_____________
We may offer common stock, preferred stock, warrants, senior debt
securities, and subordinated debt securities consisting of a combination of any
of these securities at an aggregate offering price not to exceed $25,000,000.
The debt securities that we may offer may consist of senior debt securities or
subordinated debt securities, in each case consisting of notes or other
evidences of indebtedness in one or more series. The warrants that we may offer
may consist of warrants to purchase any of the other securities that may be sold
under this prospectus. The securities offered under this prospectus may be
offered separately, together, or in separate series, and in amounts, at prices,
and on terms to be determined at the time of sale. A prospectus supplement that
will set forth the terms of the offering of any securities will accompany this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
Our common stock is listed on the NYSE Amex Exchange ("Amex") under the
symbol "KAD."
On July 27, 2010, the closing price of our
common stock was $0.51 per share. As of the date of this prospectus, none of the
other securities that we may offer by this prospectus is listed on any national
securities exchange or quoted on any automated quotation system.
We may offer these securities directly to investors, or through
underwriters, dealers or agents, on a continuous or delayed basis. See “Plan of
Distribution.” Each prospectus supplement will provide the terms of the plan of
distribution relating to each series of securities.
Investing in our securities involves risks that you should consider and
that are described in our most recent Annual Report on Form 10-K, which is
incorporated by reference into this prospectus or any applicable prospectus
supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this
prospectus is July 29, 2010.
ARCADIA RESOURCES, INC.
Table of Contents
About this Prospectus
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1
|
Forward-Looking Statements
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2
|
Our Company
|
3
|
Risk Factors
|
4
|
Use of Proceeds
|
4
|
Ratio of Earnings to Fixed Charges
|
4
|
Description of Securities
|
5
|
Material Federal Income Tax Consequences
|
14
|
Plan of Distribution
|
14
|
Legal Matters
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16
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Experts
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16
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Information Incorporated by Reference
|
16
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Where You Can Find More
Information
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17
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission ("SEC"), pursuant to which we
may from time to time offer and sell up to $25,000,000 of our securities as
described in this prospectus, in one or more offerings. This prospectus provides
you with a general description of the securities that we may offer hereunder.
The securities may be sold to or through underwriters or dealers, or through
agents designated from time to time, or directly to purchasers. You should read
carefully both this prospectus and any prospectus supplement, together with
additional information described below under the caption "Where You Can Find
More Information."
You should rely only on the information contained in this prospectus and
in the documents incorporated by reference in this prospectus and any prospectus
supplement. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell or
seeking an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus and in the documents incorporated by reference in this prospectus, or
any prospectus supplement, is accurate only as of its respective date. Our
business, financial condition, results of operations and prospects may have
changed since those dates.
We make no representation to any purchaser of the securities registered
hereby regarding the legality of an investment in the securities by such
purchaser under any legal investment or similar laws or regulations. You should
not consider any information in this prospectus, or any prospectus supplement,
to be legal, business or tax advice, and you should consult your own legal,
business and tax advisors for advice regarding an investment in the common stock
offered hereby.
When used in this prospectus, the terms "Arcadia," "we," "our," and "us"
refer to Arcadia Resources, Inc., a Nevada corporation, and its consolidated
subsidiaries, unless otherwise specified or the context otherwise requires.
1
FORWARD-LOOKING STATEMENTS
We caution you that certain statements contained in this prospectus or a
prospectus supplement (including any of our documents incorporated herein or
therein by reference), or which are otherwise made by us or on our behalf, are
forward-looking statements. Also, documents which we subsequently file with the
SEC and are incorporated herein by reference will contain forward-looking
statements. Forward-looking statements include statements that are predictive in
nature and depend upon or refer to future events or conditions.
Forward-looking
statements include words such as "believe," "plan," "anticipate," "estimate,"
"expect," "intend," "seek," "may," "can," "will," "could," "should," "project,"
"expect," "plan," "predict," "believe," "estimate," "aim," "anticipate,"
"intend," "continue," "potential," "opportunity" or similar forward-looking
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. In addition, any
statements concerning future financial performance, ongoing business strategies
or prospects, and possible future actions, which may be provided by our
management, are also forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors, which could
cause actual financial or operating results, performances or achievements
expressed or implied by such forward-looking statements not to occur or be
realized. Such forward-looking statements generally are based on our reasonable
estimates of future results, performances or achievements, predicated upon
current conditions and the most recent results of the companies involved and
their respective industries.
Forward-looking statements are also based on economic and market factors
and the industry in which we do business, among other things. Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that our expectations will prove to have
been correct. Forward-looking statements speak only as of the date we make them
and are not guaranties of future performance. Important factors that could cause
actual results to differ materially from the Company’s expectations are
disclosed in this prospectus and our Annual Report on Form 10-K. We disclaim any
obligation to provide updates, revisions or amendments to any forward-looking
statements to reflect changes in our expectations or future events.
2
OUR COMPANY
Arcadia Resources, Inc., a Nevada corporation, together with its
wholly-owned subsidiaries (the "Company"), is a national provider of home care,
medical staffing, and pharmacy services operating under the service mark Arcadia
HealthCare. We operate in three reportable business segments.
Our Services business provides home care and medical staffing services to
numerous types of acute care and sub-acute care medical facilities across the
United States. We provide nurses, home care aides, homemakers and companions to
home care clients and nurses and various allied health professionals to medical
facilities.
Our Pharmacy business markets, sells, packages and distributes our
DailyMed
TM
medication management system. DailyMed
TM
transfers a patient's
prescriptions, over-the-counter medications and vitamins and organizes them into
pre-sorted 30-day supply packages marked with the date and time each dosage
should be taken. A registered pharmacist reviews the entire medication profile
at the time a patient is enrolled and prior to each monthly shipment.
DailyMed
TM
is
aimed at reducing medication errors, improving medication compliance and
ultimately lowering the cost of health care for its target customers.
Our Catalog business markets various products, such as ambulatory and
mobility products, respiratory products, daily living aids, bathroom safety
products and bathroom/home modification products, via direct mail and through
our e-commerce website. We have a licensing agreement with Sears, Roebuck and
Co. which allows us to sell similar merchandise for their www.sears.com and mail
order catalog businesses.
Our corporate headquarters are located in Indianapolis, Indiana. We
conduct our business from approximately 70 facilities located in 18 states. We
operate pharmacies in Indiana and Minnesota and have customer service centers in
Michigan and Indiana.
Our principal executive offices are located at 9320 Priority Way West
Drive, Indianapolis, Indiana 46240. Our telephone number at that location is
(317) 569-8234. We maintain a web site at www.arcadiahealthcare.com. The
information contained on or accessible through our web site is not part of this
prospectus. Our fiscal year ends March 31.
For additional
information concerning our business and affairs, please refer to the documents
incorporated by reference that are listed under the caption "Information
Incorporated by Reference."
3
RISK FACTORS
An investment in our securities is highly speculative and involves a high
degree of risk. You should carefully consider and evaluate all of the
information included and incorporated by reference in this prospectus and any
applicable prospectus supplement, including the risk factors incorporated by
reference from our most recent Annual Report on Form 10-K for the fiscal year
ended March 31, 2010, filed with the SEC on June 11, 2010, as will be updated by
our Quarterly Reports on Form 10-Q and our other filings with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any of the risks we
have described could materially adversely affect our business, financial
condition or operating results and could result in a partial or complete loss of
your investment. Further, the risks and uncertainties we have described are not
the only ones we face. Additional risks and uncertainties not currently known to
us, or that we currently believe are not material, could also materially
adversely affect our business, financial condition or operating
results.
USE OF PROCEEDS
Unless otherwise indicated in an
accompanying prospectus supplement, the net proceeds from the sale of the
securities offered hereby will be used for general corporate purposes, which may
include working capital, repayment of indebtedness, capital expenditures,
development costs, strategic investments, and possible acquisitions. We have not
allocated any portion of the net proceeds for any particular use at this time.
The net proceeds may be invested temporarily until they are used for their
stated purpose. Specific information concerning the use of proceeds from the
sale of any securities will be included in the prospectus supplement relating to
such securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of our earnings to
our fixed charges for the periods indicated:
|
|
Years Ended
|
|
|
March 31,
|
|
|
(in thousands)
|
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
Ratio of earnings to fixed charges
and
|
|
|
—*
|
|
|
|
—*
|
|
|
|
—*
|
|
|
|
—*
|
|
|
|
—*
|
|
preferred stock dividend (a)
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficiency of earnings
available to cover fixed
|
|
$
|
(2,249
|
)
|
|
$
|
(5,630
|
)
|
|
$
|
(9,096
|
)
|
|
$
|
(38,496
|
)
|
|
$
|
(26,245
|
)
|
charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
*
|
|
In
each of the periods presented, earnings were insufficient to cover fixed
charges.
|
|
|
|
(a)
|
|
For
these ratios, “earnings” represents income (loss) from continuing
operations before income taxes plus fixed charges. "Fixed charges" is the
sum of interest expense, capitalized interest, amortization of debt
discount or premium, amortization of capitalized expenses related to debt,
an estimate of the interest component of rent expense and any preferred
dividend requirements of consolidated subsidiaries
.
|
|
(b)
|
|
No
Preferred Stock is outstanding as of the date of this
prospectus.
|
4
DESCRIPTION OF SECURITIES
Description of Capital Stock
We are authorized to issue 300,000,000 shares of common stock, $0.001 par
value per share, and 5,000,000 shares of serial preferred stock, par value
$0.001. The following description of our capital stock is a summary and is
qualified in its entirety by reference to our Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws, the forms of which are filed
as exhibits to the registration statement of which this prospectus forms a part,
and by applicable law.
Voting
. Except as
otherwise required by law or our Amended and Restated Articles of Incorporation,
including any certificate of designations for a series of preferred stock, each
holder of common stock shall have one vote in respect of each share of stock
held by him or her of record on the books of the Company for the election of
directors and on all matters submitted to a vote of our security holders. When a
quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall be the
act of the security holders and shall decide any question brought before such
meeting, unless according to the Amended and Restated Articles of Incorporation
or Amended and Restated Bylaws require a greater vote.
Dividends
.
Subject to the
preferential rights of the preferred stock, the holders of shares of common
stock shall be entitled to receive, when and if declared by our board of
directors, out of our assets which are by law available for dividends, dividends
payable in cash, property or shares of capital stock.
Dissolution, Liquidation or Winding Up
. In the event of any dissolution, liquidation
or winding up of our affairs, after distribution in full of the preferential
amounts, if any, to be distributed to the holders of shares of the preferred
stock, holders of common stock shall be entitled, unless otherwise provided by
law or our restated articles of incorporation, including any certificate of
designations for a series of preferred stock, to receive all of our remaining
assets of whatever kind available for distribution to security holders ratably
in proportion to the number of shares of common stock held by them respectively.
Other Rights and Restrictions
.
The outstanding
shares of our common stock are validly issued, fully paid and nonassessable.
Holders of our common stock do not have preemptive rights, and they have no
right to convert their common stock into any other securities. Our common stock
is not subject to redemption by us. The rights, preferences and privileges of
common security holders are subject to the rights of the security holders of any
series of preferred stock that are issued and outstanding or that we may issue
in the future. Upon surrender to us or our transfer agent of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, it shall be our duty to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon our books. Our board of directors is authorized to set apart out of any of
the funds of the Company available for dividends a reserve or reserves for any
proper purpose. We are subject to Sections 78.411
et seq.
of the
Nevada Revised Statutes regarding business combinations with interested security
holders.
Preferred Stock
. We
are authorized to issue 5,000,000 shares of serial preferred stock, par value
$0.001. Shares of preferred stock may be issued from time to time in one or more
series as may be determined by our board of directors. Each series shall be
distinctly designated. All shares of any one series of the preferred stock shall
be alike in every particular, except that there may be different dates from
which dividends thereon, if any, shall be cumulative, if made cumulative. The
powers, preferences, participating, optional and other rights of each such
series and the qualifications, limitations, or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding. Except as
otherwise provided in our Amended and Restated Articles of Incorporation, our
board of directors has authority to fix by resolution or resolutions adopted
prior to the issuance of any shares of each particular series of preferred
stock, the designation, powers, preferences, and relative participating,
optional and other rights, and the qualifications, limitations, and
restrictions, if any, of such series.
5
Transfer Agent and Registrar.
The transfer agent
and registrar for our common stock is National City Bank.
Anti-Takeover Effects of Provisions of Nevada
Law and Our Amended and Restated
Articles of Incorporation and Amended and
Restated Bylaws
The following discussion concerns
certain provisions of Nevada law, our Amended and Restated Articles of
Incorporation and our Amended and Restated Bylaws that could be viewed as having
the effect of discouraging or delaying an attempt to obtain control of our
Company.
Nevada Law
Sections 78.378
et seq.
of the
Nevada Revised Statutes govern the acquisition of a controlling interest. This
law provides generally that any person or entity that acquires 20% or more of
the outstanding voting shares of a Nevada issuing corporation obtains voting
rights in the acquired shares as conferred by a resolution of the security
holders of the corporation, approved at a special or annual meeting of the
security holders. The articles of incorporation or bylaws of a corporation,
however, may provide that these provisions do not apply to the corporation or to
an acquisition of a controlling interest. We are subject to Sections 78.378
et seq
. of the Nevada Revised Statutes.
Sections 78.411
et seq.
of the
Nevada Revised Statutes govern combinations with interested security holders.
These provisions may have an effect of delaying or making it more difficult to
effect a change in control of our Company. These provisions preclude an
interested security holder (i.e., the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the outstanding voting shares of a
corporation, or an affiliate or association thereof) and a resident, domestic
Nevada corporation from entering into a combination (e.g., a merger, sale,
lease, exchange, etc.) unless certain conditions are met. The provisions
generally preclude a resident, domestic corporation from engaging in any
combination with an interested security holder for three years after the date
that the person first became an interested security holder unless the
combination or the transaction by which the person first became an interested
security holder is approved by the board of directors before the person first
became an interested security holder. If approval is not obtained, then after
the expiration of the three-year period the business combination may be
consummated with the approval of our board of directors or a majority of the
voting power held by the disinterested security holders, or if the consideration
to be paid by the interested security holder exceeds certain thresholds set
forth in the statute. We are subject to Sections 78.411
et seq.
of the
Nevada Revised Statutes.
In addition, Sections 92A.300
et seq.
of the Nevada Revised Statutes create a right
of appraisal for dissenting stockholders. These sections allow stockholders to
dissent from certain corporate actions (e.g., certain conversions, mergers, and
exchanges), and obtain payment for the fair value of their shares. This right of
appraisal could discourage an attempt to take control of our Company by means of
any of those corporate actions entitling the stockholders to appraisal rights.
Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws
Preferred Stock
.
Our Amended and Restated Articles of Incorporation provide that we may from time
to time issue shares of preferred stock in one or more series, the terms of
which will be determined by our board of directors. We will not solicit approval
of our security holders in connection with the designation or issuance of any
shares of preferred stock unless our board of directors believes that approval
is advisable or is required by the rules of the NYSE Amex Exchange or by Nevada
law. This could enable our board of directors to issue shares to persons
friendly to current management which would protect the continuity of our
management and render more difficult or discourage an attempt to obtain control
of our Company by means of a merger, tender offer, proxy contest or otherwise.
These additional shares also could be used to dilute the stock ownership or
voting power of persons seeking to obtain control of our Company.
6
Board of Directors
.
Our directors, other than those who may be the holders of any class or series of
our preferred stock having the right under a preferred stock designation to
elect additional directors under specified circumstances, are classified into
three classes, as nearly equal in number as possible, with staggered three-year
terms: Class C, whose term will expire at our annual meeting of security holders
in 2010, Class B, whose term will expire at our annual meeting of security
holders in 2011, and Class A, whose term will expire at our annual meeting of
security holders in 2012. Each of our directors is to hold the office until his
or her successor is duly elected and qualified. Directors elected to succeed
directors whose terms then expire are elected for a term of office to expire at
the third succeeding annual meeting of security holders after their
election.
Our Amended and Restated Bylaws provide that, except as otherwise
provided in any preferred stock designation relating to the rights of the
holders of any class or series of preferred stock to elect directors under
specified circumstances, newly created directorships resulting from any increase
in the number of directors and any vacancies on our board of directors resulting
from death, resignation, disqualification, removal or other cause will be filled
by the affirmative vote of a majority of the stockholders at any regular or
special meeting, or at any adjourned meeting, or by the affirmative vote of a
majority of the remaining directors. Any director so elected will hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until the director’s
successor has been duly elected and qualified. No decrease in the number of
directors constituting our board of directors will shorten the term of any
incumbent director. Subject to the rights of any class or series of preferred
stock having the right under a preferred stock designation to elect directors
under specified circumstances, any director may be removed from office only for
cause by the affirmative vote of the holders of at least 70% of the voting power
of the issued and outstanding stock entitled to vote.
These provisions would preclude a third party from removing incumbent
directors without cause and simultaneously gaining control of our board of
directors by filling the vacancies created by removal with its own nominees.
Under the classified board of directors provisions described above, absent
director removals for cause, it would take at least two elections of directors
for any individual or group to gain control of our board of directors.
Accordingly, these provisions would discourage a third party from initiating a
proxy contest, making a tender offer or otherwise attempting to gain control of
our Company.
Amendments
. Under
Section 78.390 of the Nevada Revised Statutes, the affirmative vote of the
holders of at least a majority of the voting power is required to amend
provisions of our restated articles of incorporation relating to security holder
action; the number, election and tenure of directors; the nomination of director
candidates and the proposal of business by security holders; the filling of
vacancies on our board of directors; and the removal of directors. Our Amended
and Restated Bylaws further provide that most provisions of our Amended and
Restated Bylaws may be amended either by the affirmative vote of the whole board
of directors or by the affirmative vote of the holders of 70% of the voting
power of the issued and outstanding stock entitled to vote. However, certain
provisions of our Amended and Restated Bylaws may be amended only by the
affirmative vote of the holders of 70% of the voting power of the issued and
outstanding stock entitled to vote.
Description of Warrants
General
.
We may issue
warrants for the purchase of debt securities, preferred stock, or common stock,
or any combination of these securities. Warrants may be issued independently or
together with other securities and may be attached to or separate from any
offered securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between a warrant agent and us. The warrant
agent will act solely as our agent in connection with the warrants and will not
have any obligation or relationship of agency or trust for or with any holders
or beneficial owners of warrants. The following outlines some of the general
terms and provisions of the warrants that we may issue from time to time.
Additional terms of the warrants and the applicable warrant agreement will be
set forth in the applicable prospectus supplement. The following description,
and any description of the warrants included in a prospectus supplement, may not
be complete and is subject to and qualified in its entirety by reference to the
terms and provisions of the applicable warrant agreement, which we will file
with the SEC in connection with any offering of warrants.
7
Warrant Terms
.
The prospectus
supplement relating to a particular issue of warrants exercisable for debt or
equity securities will describe the terms of those warrants, including the
following:
-
the title of the
warrants;
-
the offering price for the
warrants, if any;
-
the aggregate number of the
warrants;
-
the designation and terms of the
debt or equity securities purchasable upon exercise of the
warrants;
-
if applicable, the designation and
terms of the securities that the warrants are issued with and the number of
warrants issued with each security;
-
if applicable, the date from and
after which the warrants and any securities issued with the warrants will be
separately transferable;
-
the principal amount and price (in
the case of debt securities) or number of shares and price (in the case of
equity securities) that may be purchased upon exercise of a warrant;
-
the dates on which the right to
exercise the warrants commence and expire;
-
if applicable, the minimum or
maximum amount of the warrants that may be exercised at any one time;
-
whether the warrants represented
by the warrant certificates or debt securities that may be issued upon
exercise of the warrants will be issued in registered or bearer form;
-
information relating to book-entry
procedures, if any;
-
if applicable, a discussion of
material U.S. federal income tax considerations;
-
anti-dilution provisions of the
warrants, if any;
-
redemption or call provisions, if
any, applicable to the warrants; and
-
any additional terms of the
warrants, including terms, procedures, and limitations relating to the
exchange and exercise of the warrants.
Exercise of Warrants
.
Each warrant will
entitle the holder of the warrant to purchase at the exercise price set forth in
the applicable prospectus supplement the principal amount of debt securities or
shares of common stock or preferred stock being offered. Holders may exercise
warrants at any time up to the close of business on the expiration date set
forth in the applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will be void. Holders may exercise
warrants as set forth in the prospectus supplement relating to the warrants
being offered.
8
Until a holder exercises the warrants to purchase any securities
underlying the warrants, the holder will not have any rights as a holder of the
underlying securities by virtue of ownership of warrants.
Description of Debt
Securities
This section describes the general terms and provisions of the debt
securities that we may issue separately, upon conversion or exchange of
preferred stock or upon exercise of a debt warrant, any of which may be issued
as convertible or exchangeable debt securities. We will set forth the particular
terms of the debt securities we offer in a prospectus supplement.
The extent, if
any, to which the following general provisions apply to particular debt
securities will be described in the applicable prospectus supplement. The
following description of general terms relating to the debt securities and the
indenture under which the debt securities will be issued are summaries only and
therefore are not complete.
You should read
the indenture and the prospectus supplement regarding any particular issuance of
debt securities. The debt securities will represent our unsecured general
obligations, unless otherwise provided in the prospectus supplement.
General.
The debt securities will be issued under an
indenture between us and a trustee that will be named in the applicable
prospectus supplement, and may be supplemented or amended from time to time
following its execution. The indenture, and any supplemental indentures thereto,
will be subject to, and governed by, the Trust Indenture Act of 1939. The form
of indenture will give us broad authority to set the particular terms of each
series of debt securities issued thereunder, including the right to modify
certain of the terms contained in the indenture. Except to the extent set forth
in a prospectus supplement, the indenture will not contain any covenants or
restrictions that afford holders of the debt securities special protection in
the event of a change of control or highly leveraged transaction.
The indenture will not limit the aggregate principal amount of debt
securities that may be issued under it and will provide that debt securities may
be issued in one or more series, in such form or forms, with such terms, and up
to the aggregate principal amount that we may authorize from time to time. Our
board of directors will establish the terms of each series of debt securities,
and such terms will be set forth or determined in the manner provided in an
officers’ certificate or by a supplemental indenture. The particular terms of
the debt securities offered pursuant to any prospectus supplement will be
described in the prospectus supplement. All debt securities of one series need
not be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of any holder, for issuances of additional debt
securities of that series.
Terms of Debt Securities
. The applicable prospectus supplement will describe the following terms
of any series of debt securities that we may offer (to the extent applicable to
the debt securities):
-
the title and designation of the
debt securities (which shall distinguish debt securities of one series from
debt securities of any other series), including whether the debt securities
shall be issued as senior debt securities, senior subordinated debt
securities, or subordinated debt securities, any subordination provisions
particular to such series of debt securities, and whether such debt securities
are convertible and/or exchangeable for other
securities;
-
the aggregate principal amount of
the debt securities and any limit upon the aggregate principal amount of the
debt securities;
9
-
the date or dates (whether fixed
or extendable) on which the principal of the debt securities is payable or the
method of determination thereof;
-
the rate or rates (which may be
fixed, floating, or adjustable) at which the debt securities shall bear
interest, if any, the method of calculating the rates, the date or dates from
which interest shall accrue or the manner of determining those dates, the
interest payment dates on which interest shall be payable, the record dates
for the determination of holders to whom interest is payable, and the basis
upon which interest shall be calculated if other than that of a 360-day
year;
-
the place or places where the
principal and premium, if any, make-whole amount, if any, and interest on the
debt securities, if any, shall be payable, where the holders may surrender
debt securities for conversion, transfer, or exchange and where notices or
demands to or upon us may be served;
-
any provisions relating to the
issuance of the debt securities at an original issue discount;
-
the price or prices at which, the
period or periods within which, and the terms and conditions upon which we may
redeem the debt securities, in whole or in part, pursuant to any sinking fund
or otherwise (including the form or method of payment if other than in cash);
-
our obligation, if any, to redeem,
purchase, or repay the debt securities pursuant to any mandatory redemption,
sinking fund, or analogous provisions, or at the option of a holder, the price
at which, the period within which, and the terms and conditions upon which the
debt securities shall be redeemed, purchased, or repaid, in whole or in part,
pursuant to such obligation (including the form or method of payment thereof
if other than in cash) and any provisions for the remarketing of the debt
securities;
-
if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which the debt
securities of the series shall be issuable;
-
if other than the principal amount
thereof, the portion of the principal amount of the debt securities that shall
be payable upon declaration of acceleration of the maturity or provable in
bankruptcy or, if applicable, the portion of the principal amount that is
convertible or exchangeable in accordance with the provisions of the debt
securities or the resolution of our board of directors or any supplemental
indenture pursuant to which such debt securities are issued;
-
any events of default with respect
to the debt securities, in lieu of or in addition to those set forth in the
indenture and the remedies therefor;
-
our obligation, if any, to permit
the conversion or exchange of the debt securities of such series into common
shares or other capital stock or property, or combination thereof, and the
terms and conditions upon which such conversion shall be effected (including
the initial conversion or exchange price or rate, the conversion or exchange
period, the provisions for conversion or exchange price or rate adjustments,
and any other provision relative to such obligation) and any limitations on
the ownership or transferability of the securities or property into which
holders may convert or exchange the debt securities;
-
any trustees, authenticating or
paying agents, transfer agents or registrars, or any other agents with respect
to the debt securities;
10
-
the currency or currency units,
including composite currencies, in which the debt securities shall be
denominated if other than the currency of the United States of America;
-
if other than the currency or
currency units in which the debt securities are denominated, the currency or
currency units in which payment of the principal of, premium, if any,
make-whole amount, if any, or interest on the debt securities shall be payable
(and the manner in which the equivalent of the principal amount thereof in the
currency of the United States of America is to be determined for any purpose,
including for the determination of the principal amount
outstanding);
-
if the principal of, premium, if
any, make-whole amount, if any, or interest on the debt securities is to be
payable, at our election or the election of a holder, in currency or currency
units other than that in which the debt securities are denominated or stated,
the period within which, and the terms and conditions upon which, such
election may be made and the time and manner of and identity of the exchange
rate agent with responsibility for determining the exchange rate between the
currency or currency units in which the debt securities are denominated or
stated to be payable and the currency or currency units in which the debt
securities will be payable;
-
if the amount of the payments of
principal of, premium, if any, make-whole amount, if any, and interest on the
debt securities may be determined with reference to an index, the manner in
which the amount shall be determined from that index;
-
whether and under what
circumstances we will pay additional amounts on the debt securities held by
foreign holders in respect of any tax, assessment, or governmental charge
withheld or deducted and, if so, whether we will have the option to redeem the
debt securities rather than pay such additional amounts;
-
if receipt of certain certificates
or other documents or satisfaction of other conditions will be necessary for
any purpose, including as a condition to the issuance of the debt securities
in definitive form (whether upon original issue or upon exchange of a
temporary debt security), the form and terms of such certificates, documents,
or conditions;
-
any other affirmative or negative
covenants with respect to the debt securities, including certain financial
covenants;
-
whether the debt securities shall
be issued in whole or in part in the form of one or more global securities and
the depositary for the global securities or debt securities, the circumstances
under which any global security may be exchanged for debt securities
registered in the name of any person other than the depositary or its nominee,
and any other provisions regarding the global securities;
-
whether the debt securities are
defeasible; and
-
any other terms of a particular
series.
Unless otherwise indicated in the prospectus supplement relating to the
debt securities, the principal amount of and any premium, make-whole amount, or
interest on the debt securities will be payable, and the debt securities will be
exchangeable and transfers thereof will be registrable, at the office of the
trustee.
However, at our option, payment of interest
may be made by check mailed to the address of the person entitled thereto as it
appears in the debt security register. Any payment of principal and any premium,
make-whole amount, or interest required to be made on an interest payment date,
redemption date, or at maturity that is not a business day need not be made on
such date, but may be made on the next succeeding business day with the same
force and effect as if made on the applicable date, and no interest shall accrue
for the period from and after such date.
11
Unless otherwise indicated in the prospectus supplement relating to debt
securities, the debt securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any transfer or exchange of the debt securities,
but we may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or exchange.
Debt securities may bear interest at fixed or floating rates.
We may issue our
debt securities at an original issue discount, bearing no interest or bearing
interest at a rate that at the time of issuance is below market rate, to be sold
at a substantial discount below their stated principal amount. Generally
speaking, if our debt securities are issued at an original issue discount and
there is an event of default or acceleration of their maturity, holders will
receive an amount less than their principal amount. Tax and other special
considerations applicable to any series of debt securities, including original
issue discount debt, will be described in the prospectus supplement in which we
offer those debt securities. In addition, certain United States federal income
tax or other considerations, if any, applicable to any debt securities that are
denominated in a currency or currency unit other than United States dollars may
be described in the applicable prospectus supplement.
Global Securities.
The debt securities of a series may be issued in the form of one or more
global securities that will be deposited with a depositary or its nominees
identified in the prospectus supplement relating to the debt securities. In such
a case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or securities.
Unless and until it is exchanged in whole or in part for debt securities
in definitive registered form, a global security may not be registered for
transfer or exchange except as a whole by the depositary for such global
security to a nominee of the depositary and except in the circumstances
described in the prospectus supplement relating to the debt
securities.
The specific terms of the depositary
arrangement with respect to a series of debt securities will be described in the
prospectus supplement relating to such series.
Modification of the Indenture.
We and the trustee may modify the indenture
with respect to the debt securities of any series, with or without the consent
of the holders of debt securities, under certain circumstances to be described
in a prospectus supplement.
Defeasance; Satisfaction and Discharge.
The prospectus supplement will outline the
conditions under which we may elect to have certain of our obligations under the
indenture discharged and under which the indenture obligations will be deemed to
be satisfied.
Defaults and Notice.
The debt securities of any series will contain events of default to be
specified in the applicable prospectus supplement, including:
-
failure to pay the principal of,
or premium or make-whole amount, if any, on any debt security of such series
when due and payable (whether at maturity, by call for redemption, through any
mandatory sinking fund, by redemption at the option of the holder, by
declaration or acceleration, or otherwise);
-
failure to make a payment of any
interest on any debt security of such series when due;
-
our failure to perform or observe
any other covenants or agreements in the indenture with respect to the debt
securities of such series;
12
-
certain events relating to our
bankruptcy, insolvency, or reorganization; and
-
certain cross defaults.
If an event of default with respect to debt securities of any series
shall occur and be continuing, the trustee or the holders of at least 25% in
aggregate principal amount of the then-outstanding debt securities of such
series may declare the principal amount (or, if the debt securities of such
series are issued at an original issue discount, such portion of the principal
amount as may be specified in the terms of the debt securities of such series)
of all debt securities of such series or such other amount or amounts as the
debt securities or supplemental indenture with respect to such series may
provide, to be due and payable immediately.
The trustee under the indenture shall, within 90 days after the
occurrence of a default, give to holders of debt securities of any series notice
of all uncured defaults with respect to such series known to it. However, in the
case of a default that results from the failure to make any payment of the
principal of, premium or make-whole amount, if any, or interest on the debt
securities of any series, or in the payment of any mandatory sinking fund
installment with respect to debt securities of such series, the trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders of debt securities of such series.
The indenture will contain a provision entitling the trustee to be
indemnified by holders of debt securities before proceeding to exercise any
trust or power under the indenture at the request of such holders. The indenture
will provide that the holders of at least a majority in aggregate principal
amount of the then-outstanding debt securities of any series may direct the
time, method, and place of conducting any proceedings for any remedy available
to the trustee, or of exercising any trust or power conferred upon the trustee
with respect to the debt securities of such series.
However, the
trustee may decline to follow any such direction if, among other reasons, the
trustee determines in good faith that the actions or proceedings as directed may
not lawfully be taken, would involve the trustee in personal liability, or would
be unduly prejudicial to the holders of the debt securities of such series not
joining in such direction.
The right of a holder to institute a proceeding with respect to the
indenture is subject to certain conditions, including that the holders of at
least a majority in aggregate principal amount of the debt securities of such
series then outstanding make a written request upon the trustee to exercise its
power under the indenture, indemnify the trustee, and afford the trustee
reasonable opportunity to act. Even so, the holder has an absolute right to
receipt of the principal of, premium or make-whole amount, if any, and interest
when due, to require conversion or exchange of debt securities if the indenture
provides for convertibility or exchangeability at the option of the holder, and
to institute suit for the enforcement of such rights.
Conversion or Exchange Rights.
If debt securities of any series are
convertible or exchangeable, the applicable prospectus supplement will specify:
-
the type of securities into which
they may be converted or exchanged;
-
the conversion price or exchange
ratio, or its method of calculation;
-
whether conversion or exchange is
mandatory or at the holder’s election;
-
how and when the conversion price
or exchange ratio may be adjusted; and
-
any other important terms
concerning the conversion or exchange rights.
13
Concerning the Trustee.
We will provide the name of the trustee in any prospectus supplement
related to the issuance of debt securities and we will also provide certain
other information related to the trustee, including describing any relationship
we have with the trustee, in such prospectus supplement.
Governing Law.
The
indenture and the debt securities will be governed by the laws of the state of
New York.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
A summary of any material United States federal income tax consequences
to persons investing in the securities offered by this prospectus will be set
forth in an applicable prospectus supplement. The summary will be presented for
information purposes only, however, and will not be intended as legal or tax
advice to prospective purchasers. Prospective purchasers of securities are urged
to consult their own tax advisers prior to any acquisition of securities.
PLAN OF DISTRIBUTION
We may sell the securities in one or
more of the following ways from time to time:
-
through underwriters or dealers
for resale to the public or to institutional investors;
-
directly to a limited number of
institutional purchasers or to a single purchaser;
-
through agents; or
-
if indicated in the prospectus
supplement, pursuant to delayed delivery contracts, by remarketing firms or by
other means.
Any dealer or agent, in addition to any underwriter, may be deemed to be
an underwriter within the meaning of the Securities Act, and any discounts or
commissions they receive from us and any profit on the resale of the offered
securities by them may be treated as underwriting discounts and commissions
under the Securities Act. The terms of the offering of the securities with
respect to which this prospectus is being delivered will be set forth in the
applicable prospectus supplement and will include:
-
the name or names of any
underwriters, dealers, or agents;
-
the purchase price of such
securities and the proceeds to us from such sale;
-
any underwriting discounts, agency
fees, and other items constituting underwriters’ or agents’ compensation;
-
the public offering price;
-
any discounts or concessions that
may be allowed or reallowed or paid to dealers and any securities exchanges on
which the securities may be listed; and
-
the securities exchange on which
the securities may be listed, if any.
If underwriters are used in the sale of securities, such securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
underwriters acting alone. Unless otherwise set forth in the applicable
prospectus supplement, the obligations of the underwriters to purchase the
securities described in the applicable prospectus supplement will be subject to
certain conditions precedent. Further, unless otherwise so stated, the
underwriters will be obligated to purchase all such securities if any are so
purchased by them. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
14
The securities may be sold directly by us or through agents designated by
us from time to time. Any agents involved in the offer or sale of the securities
in respect of which this prospectus is being delivered, and any commissions
payable by us to such agents, will be set forth in the applicable prospectus
supplement. Unless otherwise indicated in the applicable prospectus supplement,
any such agent will be acting on a best-efforts basis for the period of its
appointment.
If dealers are used in the sale of any securities, we will sell the
securities to the dealers as principals. Any dealer may resell the securities to
the public at varying prices to be determined by the dealer at the time of
resale. The name of any dealer and the terms of the transaction will be set
forth in the prospectus supplement with respect to the securities being offered.
Securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase in accordance with a redemption or repayment pursuant to their terms or
otherwise by one or more firms, which we refer to herein as the "remarketing
firms," acting as principals for their own accounts or as our agents, as
applicable. Any remarketing firm will be identified and the terms of its
agreement, if any, with us and its compensation will be described in the
applicable prospectus supplement.
Remarketing firms may be deemed to be underwriters, as that term is
defined in the Securities Act, in connection with the securities remarketed
thereby.
If so indicated in the applicable prospectus supplement, we will
authorize agents, underwriters, or dealers to solicit offers by certain
specified institutions to purchase the securities to which this prospectus and
the applicable prospectus supplement relates from us at the public offering
price set forth in the applicable prospectus supplement, plus, if applicable,
accrued interest pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. Such contracts will be subject
only to those conditions set forth in the applicable prospectus supplement. We
will provide in the applicable prospectus supplement any compensation we will
pay to underwriters, dealers or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. In compliance with guidelines of the
Financial Industry Regulatory Authority, or FINRA, the maximum consideration or
discount to be received by any FINRA member or independent broker dealer may not
exceed 8% of the aggregate amount of the securities offered pursuant to this
prospectus and any applicable prospectus supplement. Underwriters, dealers and
agents participating in the distribution of the securities may be deemed to be
underwriters within the meaning of the Securities Act, and any discounts and
commissions received by them and any profit realized by them on resale of the
securities may be deemed to be underwriting discounts and
commissions.
Underwriters will not be obligated to make a market in any securities. We
can give no assurance regarding the activity of trading in, or liquidity of, any
securities.
Agents, dealers, underwriters, and remarketing firms may be entitled
under agreements entered into with us to indemnification by us, as applicable,
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution to payments they may be required to make in respect
thereof. Agents, dealers, underwriters, and remarketing firms may be customers
of, engage in transactions with, or perform services for us in the ordinary
course of business.
15
Each series of securities will be a new issue and other than the common
stock, which is listed on the AMEX, will have no established trading market. We
may elect to list any series of securities on an exchange, and in the case of
the common stock, on any additional exchange, but unless otherwise specified in
the applicable prospectus supplement, we shall not be obligated to do so. Any
underwriters to whom securities are sold for public offering and sale may make a
market in the securities, but the underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. The securities
may or may not be listed on a national securities exchange or a foreign
securities exchange. No assurance can be given as to the liquidity of the
trading market for any of the securities.
The place, time of delivery, and other terms of the offered securities
will be described in the applicable prospectus supplement.
LEGAL MATTERS
Ice Miller LLP, Indianapolis, Indiana, will pass upon the validity of any
securities that we offer pursuant to this prospectus. If the securities are
being distributed in an underwritten offering, certain legal matters will be
passed upon for the underwriters by counsel identified in the applicable
prospectus supplement.
EXPERTS
The financial statements and schedules as of March 31, 2010 and 2009 and
for each of the three years in the period ended March 31, 2010 and management’s
assessment of the effectiveness of internal control over financial reporting as
of March 31, 2010 incorporated by reference in this Prospectus have been so
incorporated in reliance on the reports of BDO Seidman, LLP, an independent
registered public accounting firm, incorporated herein by reference, given on
the authority of said firm as experts in auditing and accounting.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our publicly
filed documents into this prospectus, which means that information included in
those documents is considered part of this prospectus. The information relating
to Arcadia Resources, Inc., contained in this prospectus and the accompanying
prospectus supplement is not comprehensive, and you should read it together with
the information contained in the incorporated documents.
Information that we file with the SEC after the date of this prospectus
will automatically update and supersede the information in this prospectus. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
(other than, in each case, documents or information therein deemed to have been
furnished and not filed in accordance with SEC rules)until the termination of
the offering of the securities covered by this prospectus.
-
our Annual Report on Form 10-K for
the year ended March 31, 2010;
-
the information specifically
incorporated by reference into our Annual Report on Form 10-K for the fiscal
year ended March 31, 2010 from our definitive proxy statement on Schedule 14A
for our 2010 Annual Meeting of Stockholders, filed with the SEC on June 28,
2010; and
-
the description of our common
stock contained in our Form 8-A filed with the SEC on June 30, 2006, including
any amendment or report filed for the purpose of updating that
description.
16
We will provide without charge to any person to whom this prospectus is
delivered, on the written or oral request of such person, a copy of any or all
of the foregoing documents incorporated by reference, excluding exhibits, unless
we have specifically incorporated an exhibit in the incorporated document.
Written requests should be directed to: Arcadia Resources, Inc., 9320 Priority
Way West Drive, Indianapolis, Indiana 46240, Attention: Corporate Secretary,
(317) 569-8234.
Any statement contained herein, or
in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of the registration statement and this prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
registration statement or this prospectus.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
SEC’s website at www.sec.gov. You may also read and copy any document we file at
the SEC’s public reference room at 100 F. Street, N.E., Washington, D.C. 20549.
Please call the SEC at (800) SEC-0330 for further information on the operating
rules, copy charges and procedures for the public reference room.
We have filed with the SEC a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
prospectus does not contain all of the information contained in the Registration
Statement. Copies of the Registration Statement and the exhibits thereto are on
file at the offices of the SEC and may be obtained upon payment of a prescribed
fee or may be examined without charge at the SEC’s public reference facility in
Washington, D.C. or copied without charge from its website.
Our SEC filings, including our annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K and any amendments to
those reports are available to the public at no cost over the Internet through
our website, www.arcadiahealthcare.com. Information on our website is not
incorporated by reference in this prospectus. Access to those electronic filings
is available as soon as practical after filing with the SEC. You may also
request a copy of those filings, excluding exhibits, at no cost by writing or
telephoning our principal executive office, which is: Arcadia Resources, Inc.,
9320 Priority Way West Drive, Indianapolis, Indiana 46240, Attention: Corporate
Secretary, (317) 569-8234
17
[Back Cover]
PROSPECTUS
$25,000,000
Common Stock
Preferred Stock
Warrants
Senior Debt Securities
Subordinated Debt Securities
18
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