UNITED STATES  SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARABIAN AMERICAN DEVELOPMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware			75-1256622
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
1600 Hwy 6 S, Suite 240 Sugar Land, Texas 77478 (409) 385-8300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Connie Cook Secretary Arabian American Development Company P.O. Box 1636 Silsbee, Texas 77656 (409) 385-8300 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:   Charles W. Goehringer, Jr., Esq. Germer Gertz, LLP 550 Fannin, Suite 400 Beaumont, Texas 77706 (409) 654-6700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

Title of Each Class of Securities to Be Registered(1)		Proposed Maximum Aggregate Offering Price(2)						Amount of Registration Fee(3)(4)
Common Stock, par value $0.10 per share			--					---
Debt Securities				--					--
Warrants				--					--
Total			$	40,000,000.00				$	4,584.00

(1)	There are being registered hereunder such indeterminate number of shares of common stock and such indeterminate number of warrants to purchase common stock or debt securities and such indeterminate principal amount of debt securities, as will have an aggregate initial offering price not to exceed $40,000,000.  If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $40,000,000, less the aggregate dollar amount of all securities previously issued hereunder.  Any securities registered hereunder may be sold separately with other securities registered hereunder.  The securities registered also include such indeterminate amounts and numbers of common stock as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities.
(2)	The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(3)	Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act.  Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed and, therefore, the table does not specify by each class, information as to the amount to be registered, the proposed maximum offering price per unit or the proposed maximum aggregate offering price.
(4)	Pursuant to Rule 457(p) of the rules and regulations under the Securities Act, a portion of the Registration Fee of $4,584 due for the registration of the securities to be registered hereunder is offset by $1,116 of the registration fee previously paid by the Registration under the Registrant’s Registration Statement No. 333-160991, which was declared effective on September 9, 2009.

 

 

The information contained in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

 

 

 

TABLE OF CONTENTS
	Page
ABOUT THIS PROSPECTUS	4
PROSPECTUS SUMMARY	4
RISK FACTORS	5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	12
RATIO OF EARNINGS TO FIXED CHARGES	12
DILUTION	12
THE SECURITIES WE MAY OFFER	13
DESCRIPTION OF CAPITAL STOCK	13
DESCRIPTION OF DEBT SECURITIES	16
DESCRIPTION OF WARRANTS	21
LEGAL OWNERSHIP OF SECURITIES	23
PLAN OF DISTRIBUTION	26
WHERE YOU CAN FIND MORE INFORMATION	28
INCORPORATION OF DOCUMENTS BY REFERENCE	28
LEGAL MATTERS	29
EXPERTS	29

	•	common stock,
	•	debt securities,
	•	warrants to purchase any of the securities listed above or
	•	any combination of these securities

 

 

 
 

 

 

 

 

 

 

 

 

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Use of Single Source Suppliers for Raw Materials Could Create Supply Issues.  The Company’s use of single source suppliers for certain raw materials could create supply issues. Replacing a single source supplier could delay production of some products as replacement suppliers initially may be subject to capacity constraints or other output limitations. The loss of a single source supplier, the deterioration of our relationship with a single source supplier, or any unilateral modification to the contractual terms under which we are supplied raw materials by a single source supplier could adversely affect our revenue and gross margins.

•

Dependence on a Limited Number of Customers Could Adversely Impact Profitability.  During 2011, 2010 and 2009, sales to each of two customers by the Petrochemical Company exceeded 10 percent or more of the Company’s revenues.  In both cases these sales represented multiple products at multiple facilities.  The total loss of either of these two customers could adversely affect the Petrochemical Company’s ability to market its products on a competitive basis and generate a profit.

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Varying Economic Conditions Could Adversely Impact Demand for Products.  The demand for petrochemicals and metals correlates closely with general economic growth rates.  The occurrence of recessions or other periods of low or negative growth will typically have a direct adverse impact on our results.  Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates or periods of civil unrest, also impact the demand for petrochemicals and metals.  Economic conditions that impair the functioning of financial markets and institutions also pose risks to the Company, including risks to the safety of our financial assets and to the ability of our partners and customers to fulfill their commitments to the Company.  In addition, the revenue and profitability of our operations have historically varied, which makes future financial results less predictable. The Company’s revenue, gross margin and profit vary among our products, customer groups and geographic markets; and therefore, will likely be different in future periods than currently. Overall gross margins and profitability in any given period are dependent partially on the product, customer and geographic mix reflected in that period’s net revenue. In addition, newer geographic markets may be relatively less profitable due to investments associated with entering those markets and local pricing pressures. Market trends, competitive pressures, increased raw material or shipping costs, regulatory impacts and other factors may result in reductions in revenue or pressure on gross margins of certain segments in a given period which may necessitate adjustments to our operations.

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Environmental Regulation.  The petrochemical industry is subject to extensive environmental regulation pursuant to a variety of federal and state regulations.  Such environmental legislation imposes, among other things, restrictions, liabilities and obligations in connection with storage, transportation, treatment and disposal of hazardous substances and waste.  Legislation also requires us to operate and maintain our facilities to the satisfaction of applicable regulatory authorities.  Costs to comply with these regulations are significant to our business.  Failure to comply with these laws or failure to obtain permits may expose us to fines, penalties or interruptions in operations that could be material to our results of operations.

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Safety, Business Controls and Environmental Risk Management.  Our results depend upon management’s ability to minimize the inherent risks of petrochemical operations, to control effectively our business activities and to minimize the potential for human error.  We apply rigorous management systems and continuous focus to workplace safety and to avoid spills or other adverse environmental events.  Substantial liabilities and other adverse impacts could result if our systems and controls do not function as intended.  Business risks also include the risk of cyber security breaches.  If our systems for protecting against cyber security risks prove to be insufficient, we could be adversely affected by having our business systems compromised, our proprietary information altered, lost or stolen, or our business operations disrupted.

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Regulatory and Litigation.  Even in countries with well-developed legal systems where the Company does business, we remain exposed to changes in law that could adversely affect our

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Loss of Key Personnel and Management Effectiveness.  In order to be successful, we must attract, retain and motivate executives and other key employees including those in managerial, technical, sales, and marketing positions. We must also keep employees focused on our strategies and goals. The failure to hire or loss of key employees could have a significant adverse impact on operations.  An important component of our competitive performance is our ability to operate efficiently including our ability to manage expenses and minimize the production of low margin products on an on-going basis.  This requires continuous management focus including technological improvements, cost control and productivity enhancements.  The extent to which we manage these factors will impact our performance relative to competition.  For projects in which we are not in control (such as the AMAK mining project) we depend on the managerial effectiveness of one or more co-investors whom we do not control.

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Market Place Volatility.  The Company’s stock price, like that of other companies, can be volatile. Some of the factors that can affect our stock price are:

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Speculation in the press or investment community about, or actual changes in, our executive team, strategic position, business, organizational structure, operations, financial condition, financial reporting and results, effectiveness of cost cutting efforts, prospects or extraordinary transactions;

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Announcements of new products, services, technological innovations or acquisitions by the Company or competitors; and

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Quarterly increases or decreases in revenue, gross margin or earnings, changes in estimates by the investment community or guidance provided by the Company, and variations between actual and estimated financial results.

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Risk Associated with Extraordinary Transactions.  As part of the Company’s business strategy, we sometimes engage in discussions with third parties regarding possible investments, acquisitions, strategic alliances, joint ventures, divestitures and outsourcing transactions (“extraordinary transactions”) and enter into agreements relating to such extraordinary transactions in order to further our business objectives.  In order to pursue this strategy successfully, we must identify suitable candidates for and successfully complete extraordinary transactions, some of which may be large and complex, and manage post-closing issues such as the integration of acquired companies or employees. Integration and other risks of extraordinary transactions can be more pronounced for larger and more complicated transactions, or if multiple transactions are pursued simultaneously. If the Company fails to identify and complete successfully extraordinary transactions that further our strategic objectives, we may be required to expend resources to develop products and technology internally, we may be at a competitive disadvantage or we may be adversely affected by negative market perceptions, any of which may have a material adverse effect on the Company’s revenue, gross margin and profitability. Integration issues are complex, time-consuming and expensive and, without proper planning and implementation, could significantly disrupt our business. The challenges involved in integration include:

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Combining product offerings and entering into new markets in which we are not experienced;

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Convincing customers and distributors that the transaction will not diminish client service standards or business focus, preventing customers and distributors from deferring purchasing decisions or switching to other suppliers (which could result in our incurring additional obligations in order to address customer uncertainty), and coordinating sales, marketing and distribution efforts;

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Minimizing the diversion of management attention from ongoing business concerns;

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Persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, engaging with employee works councils representing an acquired company’s non-U.S. employees, integrating employees into the Company, correctly estimating employee benefit costs and implementing restructuring programs;

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Coordinating and combining administrative, manufacturing, and other operations, subsidiaries, facilities and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures;

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Achieving savings from supply chain integration; and

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Managing integration issues shortly after or pending the completion of other independent transactions.

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Guaranteeing Performance by Others including Third Parties and Others.  From time to time, the Company may be required or determine it is advisable to guarantee performance of loan agreements by others in which the Company maintains a financial interest. In such instances, if the primary obligor is unable to perform its obligations, the Company might be forced to perform the primary obligor’s obligations which could negatively impact the Company’s financial interests.

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Economic and Political Instability; Terrorist Acts; War and Other Political Unrest.  The U.S. military action in Iraq and Afghanistan, the terrorist attacks that took place in the United States on September 11, 2001, the potential for additional future terrorist acts and other recent events, including terrorist related activities and civil unrest in Egypt, Yemen, Libya, Bahrain and Syria, the on-going Iranian nuclear confrontation, as well as the European debt crisis, have caused uncertainty in the world’s financial markets and have significantly increased global political, economic and social instability, including in Saudi Arabia, a country in which we have a substantial investment. It is possible that further acts of terrorism may be directed against the United States domestically or abroad, and such acts of terrorism could be directed against our investment in those locations.  Such economic and political uncertainties may materially and adversely affect our business, financial condition or results of operations in ways that cannot be predicted at this time.  Although it is impossible to predict the occurrences or consequences of any such events, they could result in a decrease in demand for our products, make it difficult or impossible to deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and result in the need to impose employee travel restrictions. We are predominantly uninsured for losses and interruptions caused by terrorist acts, conflicts and wars. Our future revenue, gross margin, expenses and financial condition also could suffer due to a variety of international factors, including:

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Ongoing instability or changes in a country’s or region’s economic or political conditions, including inflation, recession, interest rate fluctuations and actual or anticipated military or political conflicts;

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Trade regulations and procedures and actions affecting production, pricing and marketing of products;

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Import, export or other business licensing requirements or requirements relating to making foreign direct investments, which could affect our ability to obtain favorable terms for labor and raw materials or lead to penalties or restrictions;

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Difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner and changes in tax laws; and

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Fluctuations in freight costs and disruptions in the transportation and shipping infrastructure at important geographic points of exit and entry for our products and shipments.

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Currency Fluctuations.  Currency variations also contribute to fluctuations in sales of products and services in impacted jurisdictions. In addition, currency variations can adversely affect margins on sales of our products in countries outside of the United States.

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Business Disruption.  Business disruptions could harm the Company’s future revenue and financial condition and increase our costs and expenses. Our operations could be subject to earthquakes, power shortages, telecommunications failures, water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or manmade disasters or business interruptions, for some of which we may be self-insured. The occurrence of any of these business disruptions could harm our revenue and financial condition and increase our costs and expenses.

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Dependence on AMAK Management and Board.  We are relying upon AMAK’s management and Board to employ various respected engineering and financial advisors to assist in the development and evaluation of the mining projects in Saudi Arabia.  During 2011 AMAK utilized the services Behre Dolbear of London for ongoing guidance regarding construction, turn over and eventual operation of the ore-processing and underground facilities, and other items to ensure success of the project.  Additionally, AMAK hired two very experienced persons in 2011 to serve as Chief Executive Officer and Chief Financial Officer.  The amount of risk will ultimately depend upon the AMAK’s ability to use consultants and experienced personnel to manage the operation in Saudi Arabia.

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Inability to Significantly Influence AMAK Activities.  We do not have the ability to significantly influence AMAK activities for a number of reasons including disputed terms of organizational documents which diluted our ownership percentage, inability to persuade the remaining board members regarding certain management decisions,  lack of control at the board of director level, cultural differences, differing accounting and management practices, differing governmental laws and regulations, and the fact that the AMAK mining project is halfway around the world from the Company’s main base of operations in the United States.

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Inability to Recoup Investment in AMAK.  The Company will only recover its investment in AMAK through either the receipt of dividends from AMAK or the sale of part or all of its interest in AMAK. There is a risk that we will be unable to recover our investment in AMAK if AMAK is not profitable, or if AMAK’s Board of Directors chooses not to declare dividends even if AMAK is profitable.  However, since the Company has no significant influence over AMAK’s Board of Directors, the amount and timing of the dividends we receive from AMAK will be controlled by the other investors in AMAK. With respect to the sale of part or all of our

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AMAK’s Inability to Obtain Sufficient Funding.  In the event AMAK is unable to continue to borrow funds in an amount sufficient to fund operations, AMAK may be forced to take other less desirable methods to raise necessary capital such as selling additional equity in AMAK at a possible discount, operations could cease and the newly constructed assets could sit unused and deteriorate over time, or worst case the AMAK shareholders could lose their investment or be forced to sell for a significant loss.

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AMAK’s Inability to Obtain Additional Mining Leases.  In the event AMAK is unable to obtain additional mining leases, there would be a loss of future opportunities.

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Cancellation of the Current Mining Lease Held by AMAK.  In the event that the Saudi Ministry cancels the current lease, AMAK shareholders including the Company could lose their investment or be forced to sell for a loss.

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Intense Competition.  The Company competes in the petrochemical industry. Accordingly, we are subject to intense competition among a large number of companies, both larger and smaller than us, many of which have financial capability, facilities, personnel and other resources greater than us. In the specialty products and solvents markets, the Petrochemical Company has one principal competitor in North America, ConocoPhillips.  Multiple competitors exist when searching for new business in other parts of the world.  We compete primarily on the basis of performance, price, quality, reliability, reputation, distribution, service, and account relationships. If our products, services, support and cost structure do not enable us to compete successfully based on any of those criteria, our operations, results and prospects could be harmed.  The Company has a portfolio of businesses and must allocate resources across these businesses while competing with companies that specialize in one or more of these product lines. As a result, we may invest less in certain areas of our businesses than competitors do, and these competitors may have greater financial, technical and marketing resources available to them than our businesses that compete against them. Industry consolidation may also affect competition by creating larger, more homogeneous and potentially stronger competitors in the markets in which we compete, and competitors also may affect our business by entering into exclusive arrangements with existing or potential customers or suppliers. We may have to continue to lower the prices of many of our products and services to stay competitive, while at the same time, trying to maintain or improve revenue and gross margin.

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Research and Development.  If the Company cannot continue to develop, manufacture and market products and services that meet customer requirements, its revenue and gross margin may suffer. We must make long-term investments and commit significant resources before knowing whether our predictions will accurately reflect customer demand for products and services. After we develop a product, we must be able to manufacture appropriate volumes quickly and at competitive costs. In the course of conducting business, the Company must adequately address quality issues associated with our products and services. In order to address quality issues, we work extensively with our customers and suppliers to determine the cause of the problem and to determine appropriate solutions. However, we may have limited ability to control quality issues. If the Company is unable to determine the cause or find an appropriate solution, it may delay shipment to customers, which would delay revenue recognition and could adversely affect our revenue and reported results. Finding solutions to quality issues can be expensive, adversely affecting our profits. If new or existing customers have difficulty utilizing our products, our operating margins could be adversely affected, and we could face possible claims if we fail to meet customers’ expectations. In addition, quality issues can impair the

 

 

 

 

 

 

 

 

 

 

		Six Months Ended June 30,				Year Ended December 31,
		2012				2011				2010				2009				2008				2007
Ratio of Earnings to Fixed Charges			12.32				11.87				4.75				8.96				N/A	(1)			28.19

 

 

 

 

 

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the net tangible book value per share of our equity securities before and after the offering;

 

 

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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and

 

 

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the amount of the immediate dilution from the public offering price which will be absorbed by such purchaser.

 

 

THE SECURITIES WE MAY OFFER

 

	•	common stock;
	•	debt securities;
	•	warrants to purchase common stock; or
	•	any combination of the foregoing securities.

 

 

	•	prior to the date that the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	•	on or subsequent to the date that the person became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock not held by the interested stockholder.

	•	any merger or consolidation involving the corporation and the interested stockholder;
	•	any sale, lease, transfer, pledge, or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
	•	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	•	any transaction involving the corporation which directly or indirectly materially increases the proportionate share of stock owned by the interested stockholder; or
	•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

	•	the title;
	•	any limit on the amount that may be issued;
	•	whether or not we will issue the series of notes in global form, and, if so, who the depository will be;
	•	the maturity date;
	•	the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

	•	whether or not the notes will be secured or unsecured, and the terms of any secured debt;
	•	whether or not the notes will be senior or subordinated;
	•	the terms of the subordination of any series of subordinated debt;
	•	the place where payments will be payable;
	•	our right, if any, to defer payment of interest and the maximum length of any such deferral period;
	•	the date, if any, after which, and the price at which, we may, at our option, redeem the series of notes pursuant to any optional redemption provisions;
	•	the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of notes;
	•	whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
	•	whether we will be restricted from incurring any additional indebtedness;
	•	a discussion of any material or special U.S. federal income tax considerations;
	•	the denominations in which we will issue the series of noted, if other than denominations of $1,000 and any integral multiple thereof; and
	•	any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.

	•	if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;
	•	if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;

	•	if we fail to observe or perform any other covenant contained in the notes of the indentures, other than a covenant specifically relating to another series of notes, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding notes of the applicable series; and;
	•	if we experience specified events of bankruptcy, insolvency or reorganization.

	•	the direction so given by the holder is not in conflict with any law or the applicable indenture; and
	•	subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

	•	the holder has given written notice to the trustee of a continuing event of default with respect to that series;
	•	the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and
	•	the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities other conflicting directions with in the 60 days after the note, request and offer.

	•	to fix any ambiguity, defect or inconsistency in the indenture; or
	•	to change anything that does not materially adversely affect the interest of any holder of notes of any series.

	•	extending the fixed maturity of the series of debt securities;
	•	reducing the principal amount, the rate of interest or any premium payable upon the redemption of any debt securities; and
	•	reducing the minimum percentage of notes, the holders of which are required to consent to any amendment.

	•	register the transfer or exchange of debt securities of the series;
	•	replace stolen , lost or mutilated debt securities of the series;
	•	maintain paying agencies;
	•	hold monies for payment in trust;
	•	compensate and indemnify the trustee; and
	•	appoint any successor trustee.

	•	Reissue, register the transfer of, or exchange any notes of that series during a period beginning at the opening of business 15 days before the day of mailing a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of mailing; or
	•	Register the transfer of, or exchange any notes selected for redemption, in whole or in part, except the unredeemed portion of any notes we are redeeming in part.

 

 

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the offering price and aggregate number of warrants offered;

	•	the currency for which the warrants may be purchased;
	•	the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
	•	the date on and after which the warrants and the related securities will be separately transferable;
	•	in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

	•	in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon exercise of one warrant and the price at which these shares may be purchased upon such exercise;
	•	the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
	•	the terms of any rights to redeem or call the warrants;
	•	any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
	•	the dates on which the right to exercise the warrants will commence and expire;
	•	the manner in which the warrant agreement and warrants may be modified;
	•	a discussion of any material U.S. federal income tax considerations of holding or exercising the warrants;
	•	the terms of the securities issuable upon exercise of the warrants; and
	•	any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

 

	•	the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any; or
	•	the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.

 

	•	how it handles securities payments and notices;
	•	whether it imposes fees or charges;
	•	how it would handle a request for the holders’ consent, if ever required;
	•	whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
	•	how it would exercise rights under the securities if there were a default or other event triggering the need for holders to protect their interests; and
	•	if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

	•	an investor cannot cause the securities to be registered in his or her name and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
	•	an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above under “—Legal Holders”;
	•	an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
	•	an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
	•	the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security.  We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security.  We and the trustee also do not supervise the depositary in any way;
	•	the depositary may, and we understand that DTC will, require those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your bank or broker may require you to do so as well; and
	•	financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities.  There may be more than one financial intermediary in the chain of ownership for an investor.  We do not monitor and are not responsible for the actions of any of these intermediaries.

	•	If the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
	•	If we notify any applicable trustee that we wish to terminate that global security; or
	•	If an event of default has occurred with regard to securities represented by that global security and has not been cured or waived;

	•	through agents to the public or to investors;
	•	to one or more underwriters for resale to the public or to investors;
	•	in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
	•	directly to investors in privately negotiated transactions; or
	•	through a combination of these methods of sale.

	•	a fixed price or prices, which may be changed;
	•	market prices prevailing at the time of sale;
	•	prices related to prevailing market prices; or
	•	negotiated prices.

	•	the name or names of any agents or underwriters;
	•	the purchase price of the securities being offered and the proceeds we will receive from the sale;
	•	any over-allotment options under which underwriters may purchase additional securities from us;
	•	any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

	•	the public offering price;
	•	any discounts or concessions allowed or reallowed or paid to dealers; and
	•	any securities exchanges on which such securities may be listed.

 

 

 

 

 

 

	•	Annual report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on March 9, 2012;
	•	Quarterly reports on Form 10-Q for the quarters ended June 30, 2012, and March 31, 2012, filed with the SEC on August 8, 2012, and May 8, 2012, respectively;
	•	Information specifically incorporated by reference into the 2011 Form 10-K from our definitive proxy statement on Schedule 14A filed with the SEC on April 25, 2012;

	•	The description of our common stock, par value $0.10 per share, contained in our Registration Statement on Form 8-A filed by us with the SEC on March 29, 2012, pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description;
	•	Current Report on Form 8-K filed with the SEC on June 7, 2012; and
	•	All of our filings pursuant to the Exchange Act after the date of filing the initial registration statement and prior to the effectiveness of the registration statement.

Item 14.

Other Expenses of Issuance and Distribution

 

		Amount
Securities and Exchange Commission registration fee		$	4,584
Legal fees and expenses			*
Accounting fees and expenses			*
Printing, postage, mailing and Edgar			*
Transfer agent fees and expenses			*
Miscellaneous			*
Total		$	*

 

*		As an indeterminate amount of securities are covered by this registration statement, the expenses in connection with the issuance and distribution of those securities are not currently determinable.

Item 15.	Indemnification of Directors and Officers

 

 

 

 

Item 16.

Exhibits

 

Item 17.

Undertakings

 

 

 

	By:	/s/  Nicholas N. Carter
	Name:		Nicholas N. Carter
	Title:		Chief Executive Officer

Signature				Title		Date
/s/  Nicholas N. Carter Nicholas N. Carter				President and Chief Executive Officer (Principal Executive Officer)		August 15, 2012
/s/  Connie Cook Connie Cook				Secretary and Treasurer (Principal Financial and Accounting Officer)		August 15, 2012
/s/  John R. Townsend John R. Townsend				Director		August 15, 2012
/s/  Ghazi Sultan Ghazi Sultan				Director		August 15, 2012
/s/  Joseph P. Palm Joseph Palm				Director		August 15, 2012
/s/  Allen P. McKee Allen P. McKee				Director		August 15, 2012

Exhibit
No.				Description
	1	.1		Form of Underwriting Agreement(1).
	3	(a)		Certificate of Incorporation of Arabian American Development Company as amended through the Certificate of Amendment filed with the Delaware Secretary of State on July 19, 2000 (incorporated by reference to Exhibit 3(a) to Arabian American Development Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 0-6247)).
	3	(b)		Restated Bylaws of Arabian American Development Company dated April 26, 2007 (incorporated by reference to Item 5.03 to the Company’s Form 8-K dated April 26, 2007 (File No. 0-6247)).
	4	.1		Form of Warrant(1).
	4	.2		Form of Senior Indenture (1).
	4	.3		Form of Subordinated Indenture(1).
	4	.4		Form of Senior Note(1).
	4	.5		Form of Subordinated Note(1).
	5	.1		Opinion of Germer Gertz, L.L.P., counsel to Arabian American Development Company(2).
	12	.1		Statement of Computation of Ratio of Earnings to Fixed Charges
	23	.1		Consent of Germer Gertz, L.L.P. (included in Exhibit 5.1)(2).
	23	.2		Consent of BKM Sowan Horan, LLP, Independent Registered Public Accounting Firm(2).
	23	.3		Consent of Travis Wolff, LLP, Independent Registered Public Accounting Firm(2)
	24	.1		Power of Attorney (included in signature page)(2).

(1)		To be subsequently filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement, including a Current Report on Form 8-K.
(
(2)		Filed herewith.