As filed with the Securities and Exchange Commission on December 22, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
Streamedia Communications, Inc.
(Name of small business issuer in its character)
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<S> <C> <C> <C>
Delaware 7375 22-3622272
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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James Douglas Rupp
Streamedia Communications, Inc.
244 West 54th Street
New York, NY 10019
(212) 445-1700
(Address and telephone number of principal
executive offices and principal place of business)
James Douglas Rupp
Streamedia Communications, Inc.
244 West 54th Street
New York, NY 10019
(212) 445-1700
(Name, address and telephone number of agent for service)
Copies of all communications to:
Louis E. Taubman, Esq. Bruce A. Cheatham, Esq.
Kogan & Taubman, LLC Winstead Sechrest & Minick, P.C.
39 Broadway, Suite 2250 5400 Renaissance Tower
New York, NY 10019 1201 Elm Street
(212) 425-8200 Dallas, Texas 75270
(212) 482-8104 FAX (214) 745-5400
(214) 745-5390 FAX
Approximate date of proposed sale to public: As soon as practicable after the
effective date of the Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-78591
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Registration Statement cover page cont'd)
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Calculation of Registration Fee
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount
of
Securities to be Registered Registered Offering Price per Unit Aggregate Offering Price
Registration Fee
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(1) (1) (1)
Units 230,000 $8.50 $1,955,000 $ 516.12
Common Stock, par
value $0.001 (2) 230,000 (2) (2) (2)
Redeemable Common Stock
Purchased Warrants (2) 230,000 (2) (2) (2)
Common Stock, par
Value $0.001 (3)(4) 230,000 $12.75 $2,932,500 $ 774.18
Underwriter's Warrants (5) 20,000 $0.001 $20 $ 0.01
Units Underlying the
Underwriter's Warrants 20,000 $11.475 $229,500 $ 60.59
Common Stock, par
Value $0.001 (4)(6) 20,000 (6) (6) (6)
Redeemable Common Stock
Purchase Warrants (6) 20,000 (6) (6) (6)
Common Stock, par
Value $0.001 (4)(7) 20,000 $12.75 $255,000 $ 67.32
------------------- ------ ------ -------- ---------
Total $5,372,020 $1,418.22
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Included in the Units. No additional registration fee is required.
(3) Issuable upon the exercise of the Redeemable Common Stock Purchase
Warrants.
(4) Pursuant to Rule 416 there are also registered an indeterminable number
of shares of Common Stock which may be issued pursuant to the
antidilution provisions applicable to the Redeemable Common Stock
Purchase Warrants, the Underwriters' Warrants and the Redeemable Common
Stock Purchase Warrants issuable under the Underwriters Warrants.
(5) Underwriters' Warrants to purchase up to 20,000 Units, consisting of
an aggregate of 20,000 shares of Common Stock and 20,000 Redeemable
Common Stock Purchase Warrants.
(6) Included in the Units underlying the Underwriters' Warrants. No
additional registration fees are required.
(7) Issuable upon exercise of Redeemable Common
Stock Purchase Warrants underlying the Underwriters' Units.
EXPLANATORY NOTE
Registration Statement No. 333-78591, which was declared effective on December
20, 1999, relates to 1,000,000 Units, each Unit consisting of one (1) share of
Common Stock and one (1) Warrant to purchase one (1) share of Common Stock, of
the Registrant (the "Previously Registered Securities"). This Registration
Statement registers additional securities for offering pursuant to Rule 462(b)
under the Securities Act to the total amount of Previously Registered Securities
registered on Registration Statement No. 333-78591. Pursuant to Rule 429 under
the Securities Act, the Previously Registered Securities may be offered and sold
together with the securities registered hereunder through the use of the
combined prospectus included in Registration Statement No. 333-78591. In
accordance with Rule 429(b), the amount of the previously paid filing fee
associated with the Previously Registered Securities was $7,432. The Registrant
hereby incorporates by reference into this Registration Statement on Form SB-2
in its entirety the Registration Statement No. 333-78591, as declared effective
by the Securities and Exchange Commission on December 20, 1999, including each
of the documents filed as Exhibits to such Registration Statement.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1.1* Form of Underwriting Agreement
1.2 Certificate of Registrant as to payment of additional
registration fee
5.1 Opinion of Kogan & Taubman, LLC
23.1 Consent of Kogan & Taubman, LLC (included in Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
24.1* Power of Attorney
*Incorporated by reference to the Registrant's Registration Statement on Form
SB-2 (Registration No. 333-78591).
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on December 22, 1999.
Streamedia Communications, Inc.
By: __/s/Gayle Essary________
Gayle Essary, Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Gayle Essary and James Douglas
Rupp, and each for them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all further amendments to this Registration Statement (including post-effective
amendments), and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
___/s/ Gayle Essary __ Chairman of the Board December 22, 1999
----------------------
Gayle Essary (Principal Executive Officer)
____/s/James Douglas Rupp President and CEO, Director December 22, 1999
James Douglas Rupp (Principal Operating Officer)
___/s/ Nicholas Malino__ Chief Financial Officer and Director December 22, 1999
Nicholas J. Malino (Principal Financial Officer)
/s/ David J. Simonetti
-------------------------------------- Director December 22, 1999
David J. Simonetti
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CERTIFICATE OF
STREAMEDIA COMMUNICATIONS, INC.,
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Streamedia Communications, Inc., ("the Registrant") hereby certifies to
the Securities and Exchange Commission that on December 22, 1999:
(i) The registrant has instructed its bank to wire transfer to the
Securities and Exchange Commission the requisite filing fee of
$1,418.22 in connection with its Registration Statement filed
pursuant to Rule 462(b) filed on December 22, 1999;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which
the wire transfer will originate to cover the amount of the
filing fee.
The Registrant hereby undertakes to confirm on December 22, 1999, that its
bank has received such instructions.
Streamedia Communications, Inc.,
By: James Rupp____________
Name: James Rupp___________
Title: President and CEO_____
KOGAN & TAUBMAN, LLC
39 Broadway, Suite 2250
New York, New York 10006
Telephone (212) 425-8200
Facsimile (212) 482-8104
December 22, 1999
Streamedia Communications, Inc.
244 West 54th Street
New York, New York 10019
Re: Registration Statement on Form SB-2
Offering of 1,200,000 Units
Gentlemen:
We have acted as counsel to Streamedia Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, (the "Securities Act"), of 1,200,000 units
(the "Units"), each consisting of one share of common stock $.001 par value (the
"Common Stock") and one warrant entitling the holder to purchase one share of
common stock at $12.75 per share (the "Warrants"), to be offered to the public
by the Company in a firm commitment underwriting by Institutional Equities
Corporation and Capital West Securities, Inc. The Registration Statement
(defined below) also includes 180,000 additional Units to cover over-allotments,
if any.
A registration statement filed pursuant to Rule 462(b), which
incorporates by reference a registration statement on Form SB-2 that was
previously filed on May 17, 1999 and last amended on December 20, 1999, is being
filed herewith (the "Registration Statement"). In connection with rendering this
opinion, we have examined executed copies of the Registration Statement and all
exhibits thereto. We have also examined and relied upon the original, or copies
certified to our satisfaction, of (i) the Articles of Incorporation and By-laws
of the Company, (ii) minutes and records of the corporate proceedings of the
Company with respect to the issuance of the Units to be offered and related
matters, and (iii) such other agreements and instruments relating to the Company
as we deemed necessary or appropriate for purposes of the opinion expressed
herein. In rendering such opinion, we have made such further investigation and
inquiries relevant to the transaction contemplated by the Registration Statement
as we have deemed necessary for the opinion expressed herein, and we have
relied, to the extent we deemed reasonable, on certificates and certain other
information provided to me by officers of the Company and public officials as to
matters of fact of which the maker of such certificate or the person providing
such other information had knowledge.
Furthermore, in rendering our opinion, we have assumed that the
signatures on all documents examined by me are genuine, that all documents and
corporate record books submitted to us as originals are accurate and complete,
and that all documents submitted to us are true, correct and complete copies of
the originals thereof.
Based upon the foregoing, we are of the opinion that the Units, and the
Common Stock and Warrants of which they are comprised, to be issued and sold by
the Company as described in the Registration Statement have been duly authorized
for issuance and sale and when issued by the Company against payment of the
consideration therefor pursuant to the terms of the Underwriting Agreement, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kogan & Taubman, L.L.C.
By_/s/ Louis Taubman__
Louis E. Taubman
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 9, 1999, accompanying the financial
statements of Streamedia Communications, Inc., which are incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Melville, New York
December 22, 1999