<PAGE>
As filed with the Securities and Exchange Commission on August 15, 2000
REGISTRATION NO. 333-59829
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SWISSRAY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEW YORK [3841] 16-0950197
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification Number)
SWISSRAY INTERNATIONAL, INC.
320 WEST 77TH STREET, SUITE 1A
NEW YORK, NEW YORK 10024
UNITED STATES: (917) 441-7841
SWITZERLAND: 011-4141-914-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
RUEDI G. LAUPPER,
CHAIRMAN OF THE BOARD AND PRESIDENT
SWISSRAY INTERNATIONAL, INC.
320 WEST 77TH STREET, SUITE 1A
NEW YORK, NEW YORK 10024
(917) 441-7841
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
GARY B. WOLFF, ESQ.
GARY B. WOLFF, P.C.
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 644-6446
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
discretion of the converting shareholders after the effective date of
the Registration Statement.
<PAGE>
* In accordance with Rule 429 of the General Rules and Regulations under
the Securities Act of 1933 this Registration Statement and the
Prospectus which is a part thereof relates, in part, and combines with
an earlier Registration Statement under Registration No. 333-50069
declared effective May 12, 1998.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
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. / /
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. / /
CALCULATION OF REGISTRATION FEE (4)
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Amount to Offering Maximum
Title of Each Class of be Price Aggregate Amount of
Securities to be Registered Per Share Offering Registration
Registered (1) (2)(3) Price(1)(2) Fee
---------- --- --- ----------- ---
Common Stock ($.01 par
<S> <C> <C> <C> <C> <C>
value per share) 19,080,184 $1.625 $31,005,299 $9,146.56(4)(5)(6)
</TABLE>
(1) Includes (a) 1,832,953 shares for previously issued restrictive shares
pursuant to Convertible Debentures referred to under Registration No.
and 333-59829, (b) 13,830,290 shares (inclusive of 1,239,894 shares as
may be issued for interest earned) which are reserved for issuance
pursuant to currently issued and outstanding Convertible Debentures
which will be offered for resale by certain Selling Holders under this
Registration Statement, (c) 3,000,000 shares being registered
pursuant to certain "piggy-back" registration rights granted to
otherwise unaffiliated purchasers pursuant to terms of subscription
agreements and registration rights agreements (see Part II, Item 15
"Recent Sales of Unregistered Securities") will be offered for resale
by certain Selling Holders under this Registration Statement, (d)
85,077 shares being registered pursuant to certain "piggy-back"
registration rights granted to an otherwise unaffiliated lender
pursuant to terms of a promissory note (see "Description of Capital
Stock - Promissory Note"), (e) 250,000 shares being registered which
underlie certain outstanding Warrants (unrelated to aforementioned
convertible debentures and/or promissory notes) and (f) an aggregate of
81,864 shares being registered pursuant to certain "piggy-back"
registration rights granted to two otherwise unaffiliated firms in
<PAGE>
exchange for services rendered by such firms to the Company. Also
registered hereunder (and included in the 19,080,184 shares) are shares
of Common Stock of the Registrant referred to above are (i) those
shares issuable in exchange for interest earned under Convertible
Debentures with interest calculated through respective mandatory
conversion dates and (ii) such additional shares as may be issued under
anti-dilution provisions contained in the aforesaid Convertible
Debentures and related Registration Rights Agreements. Such additional
shares do not and will not include any shares as may otherwise be
required to be issued as a result of adjustments to the conversion
price, stock dividends, stock splits or similar transactions as
Registrant is not relying upon Rule 416 with respect thereto.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933. In
accordance with Rule 457(c) of Regulation C, the estimated price for
the Securities was based on the average of the high and low reported
prices on the Electronic Over-the-Counter Bulletin Board on August 8,
2000, an average of $1.625.
(3) The number of shares referred to throughout this Registration Statement
unless otherwise specifically indicated gives retroactive effect to a 1
for 10 reverse stock split effective as of October 1, 1998.
(4) The number of securities being carried forward and the amount of the
filing fee associated with such securities that was previously paid
under earlier Registration No. 333-50069 was 1,477,008 shares of Common
Stock, $.01 par value, for which the registration fee of $2,859.40 was
paid. This information is provided in accordance with Rule 429(b) of
the 1933 Act and the number of securities being carried forward and the
amount of the filing fee associated with such securities that was
previously paid under earlier Registration No. 333-50069 was an
additional 1,967,900 and under Registration No. 333-59829,10,532,503
shares and 85,077 shares pursuant to piggy-back registration rights for
which the registration fee of $9,628.93 was paid.
(5) Includes (a) 13,830,290 shares which are reserved for issuance pursuant
to currently issued and outstanding convertible debentures which will
be offered for resale by certain Selling Holders under Registration
No. and 333-59829 and (b)an additional aggregate of 5,249,894 shares
as indicated in footnotes 1(a) and (c) through (f) inclusive.
(6) Required filing fee already paid for greater number of shares sought to
be registered under prior amendment filed September 13, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>
Index Exhibit
The following information is being filed in accordance with Rule 462(d)
as a Post Effective Amendment to add exhibits to this Registration Statement
which shall become effective upon filing with the Commission.
Exhibit
No. Description
------- -----------
2.1 Acquisition Agreement, dated May 1995, by and between
Registrant, a New York corporation (now Swissray
International, Inc.); Berkshire International Finance, Inc.,
SR-Medical AG (a Swiss corporation), Teleray AG (a Swiss
corporation) and others (Incorporated by reference to Exhibit
6(a) of the Registrant's Registration Statement on Form 10SB,
Registration No . 0-26972, effective February 14, 1996).
2.2 Exchange Agreement, dated as of November 22, 1996 by and
between the Registrant and Douglas Maxwell ("Maxwell");
Registration Rights Agreement, dated as of March 13, 1997,
between the Registrant and Maxwell; Assignment and Assumption
Agreement, dated March 13, 1997, between the Registrant and
Maxwell; Option Agreement, dated January 24, 1997, granting
options for 125,000 shares of the Registrant to Maxwell
(Incorporated by reference to Exhibit 2.2 of the Registrant's
Annual Report for the fiscal year ended June 30, 1997 on Form
10-KSB filed on September 30, 1997).
3.1 Registrant's Certificate of Incorporation, dated December 20,
1967 (Incorporated by reference to Exhibit 2(a) of the
Registrant's Registration Statement on Form 10SB, Registration
No. 0- 26972, effective February 14, 1996).
3.2 Amendment to Registrant's Certificate of Incorporation, dated
September 19, 1968 (Incorporated by reference to Exhibit 2(b)
of the Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.3 Amendment to Registrant's Certificate of Incorporation, dated
September 8, 1972 (Incorporated by reference to Exhibit 2(c)
of the Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.4 Amendment to Registrant's Certificate of Incorporation, dated
October 30, 1981 (Incorporated by reference to Exhibit 2(d) of
the Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.5 Certificate of Merger of Direct Marketing Services, Inc. and
CGS Units Incorporated into CGS Units Incorporated, dated
June 16, 1994 (Incorporated by reference to Exhibit 2(e)
of the Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
<PAGE>
3.6 Amendment to Registrant's Certificate of Incorporation, dated
August 10, 1994 (Incorporated by reference to Exhibit 3.6 of
Registrant's Annual Report for the fiscal year ended June 30,
1997 on Form 10-KSB, filed September 30, 1997).
3.7 Certificate of Correction of Certificate of Merger of Direct
Marketing Services, Inc. and CGS Units Incorporated into
CGS Units Incorporated, filed August 5, 1994 (Incorporated
by reference to Exhibit 2(f) of the Registrant's Registration
Statement on Form 10SB, Registration No. 0-26972, effective
February 14, 1996).
3.8 Amendment to Registrant's Certificate of Incorporation,
dated May 24, 1995 (Incorporated by reference to Exhibit 2(g)
of the Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.9 Amendment to Registrant's Certificate of Incorporation, dated
August 29, 1996 (Incorporated by reference to Exhibit 3.9 of
Registrant's Annual Report for the fiscal year ended June 30,
1997 on Form 10-KSB, filed September 30, 1997).
3.10 Amendment to Registrant's Certificate of Incorporation, dated
December 13, 1996 (Incorporated by reference to Exhibit 3.10
of Registrant's Annual Report for the fiscal year ended June
30, 1997 on Form 10-KSB, filed September 30, 1997).
3.11 Amendment to Registrant's Certificate of Incorporation, dated
March 12, 1997 (Incorporated by reference to Exhibit 3.11 of
Registrant's Annual Report for the fiscal year ended June 30,
1997 on Form 10-KSB, filed September 30, 1997).
3.12 Registrant's By-Laws (Incorporated by reference to Exhibit 2
(h) of the Registrant's Registration Statement on Form 10SB,
Registration No. 0-26972, effective February 14, 1996).
3.13 Amendment to Registrant's Certificate of Incorporation, dated
December 26, 1997 (Incorporated by reference to Exhibit 3.13
of Registrant's Form S-1 Registration Statement, Registration
No. 333-43401, effective March 12, 1998).
3.14 Amendment to Registrant's Certificate of Incorporation, dated
July 28, 1999.
3.15 Amendment to Registrant's Certificate of Incorporation, dated
July 20, 2000. (Incorparated by reference to Exhibit 3.15 of
Form S-1 Registration Statement, Registration No. 333-59829)
filed August 4, 2000
5.1 Opinion of Gary B. Wolff, P.C., counsel to the Registrant
(Incorporated by reference to Exhibit 5.1 of Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No. 333-59829 filed April 27, 1999).
5.1(a) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
<PAGE>
5.1(b) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(c) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(d) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(e) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(f) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(g) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(h) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(i) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
5.1(j) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
10.1 License Agreement, dated June 24, 1995, by and between the
Registrant and Hans-Jurgen Behrendt (Incorporated by reference
to Exhibit 6(b)of Registrant's Registration Statement on Form
10SB, Registration No. 0-26972, effective February 14, 1996).
10.2 1996 Swissray International Corporation, Inc. Non-Statutory
Stock Option Plan. (Incorporated by reference to Exhibit 10.2
of Registrant's Amendment No. 1 to Form S-1 Registration
Statement, Registration No. 333-38229, filed December 17,
1997).
10.3 Agreement, dated June 11, 1996 between the Registrant and
Philips Medical Systems (Incorporated by reference to Exhibit
10.3 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
10.4 License Agreement, dated as of July 18, 1997, by and between
the Registrant and Agfa-Gevaert N.V., certain portions of
which are filed under a request for confidential treatment
pursuant to Rule 24b-2 promulgated pursuant to the Securities
Exchange Act of 1934, as amended, and Rule 80(b)(4) of
Organization; Conduct and Ethics; and Information and Requests
adopted under the Freedom of Information Act, under Rule 406
of the Securities Act of 1933, as amended, and the Freedom of
Information Act (Incorporated by reference to Exhibit 10.4 of
Registrant's Annual Report for the fiscal year ended June 30,
1997 on Form 10-KSB/A2, filed December 3, 1997).
10.5 Agreement, dated July 14, 1995, by and between Teleray AG and
Optische Werke G. Roderstock, certain portions of which are
filed under a request for confidential treatment pursuant to
Rule 24b-2 promulgated pursuant to the Securities Exchange Act
of 1934, as amended, and Rule 80(b)(4) of Organization;
Conduct and Ethics; and Information and Requests adopted under
the Freedom of Information Act, under Rule 406 of the
Securities Act of 1933, as amended, and the Freedom of
Information Act (Incorporated by reference to Exhibit 10.5 of
Registrant's Annual Report for the fiscal year ended June 30,
1997 on Form 10-KSB/A2, filed December 3, 1997).
<PAGE>
10.6 Agreement, dated as of June 30, 1997, between the Registrant
and Ruedi G. Laupper. (Incorporated by reference to Exhibit
10.2 of Registrant's Amendment No. 1 to Form S-1 Registration
Statement, Registration No. 333-38229, filed December 17,
1997).
10.7 Registration Rights Agreement, dated as of August , 1997, by
and between Swissray International, Inc. and the person named
on the signature page hereto. (Incorporated by reference to
Exhibit 10.2 of Registrant's Amendment No. 1 to Form S-1
Registration Statement, Registration No. 333-38229, filed
December 17, 1997). See attached Schedule. (Incorporated by
reference to Exhibit 10.7 of Registrant's Amendment No. 4 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed February 9, 2000).
10.8 Debenture of Swissray International, Inc. (Incorporated by
reference to Exhibit 10.2 of Registrant's Amendment No. 1 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed December 17, 1997). See attached Schedule. (Incorporated
by reference to Exhibit 10.8 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No. 333-38229
filed February 9, 2000).
10.9 Asset Purchase Agreement, dated as of October 17, 1997 by and
among Swissray Medical Systems, Inc., Swissray International,
Inc., Service Support Group LLC, Gary Durday, Michael Harle
and Kenneth Montler (Incorporated by reference to Exhibit 2.1
of the Registrant's Current Report on Form 8-K, filed November
4, 1997).
10.10 Registration Rights Agreement, dated as of October 17, 1997,
by and among Swissray International, Inc., Service Support
Group, LLC, Gary Durday, Michael Harle and Kenneth Montler
(Incorporated by reference to Exhibit 2.2 of the Registrant's
Current Report on Form 8-K, filed November 4, 1997).
10.11 Employment Agreement between the Registrant and Ruedi
G. Laupper, dated as of December , 1997 (Incorporated by
reference as Exhibit 10.11 to Registrant's initial filing of
Form S-1 Registration Statement, Registration No. 333-43401
filed December 29, 1997).
10.12 Employment Agreement between the Registrant and Josef Laupper,
dated as of December , 1997 (Incorporated by reference as
Exhibit 10.12 to Registrant's initial filing of Form S-1
Registration Statement, Registration No. 333-43401 filed
December 29, 1997).
10.13 Employment Agreement between the Registrant and Herbert
Laubscher, dated as of December , 1997 (Incorporated by
reference as Exhibit 10.13 to Registrant's initial filing of
Form S-1 Registration Statement, Registration No. 333-43401
filed December 29, 1997).
<PAGE>
10.14 Employment Agreement between the Registrant and Ueli Laupper,
dated as of December , 1997 (Incorporated by reference as
Exhibit 10.14 to Registrant's initial filing of Form S-1
Registration Statement, Registration No. 333-43401 filed
December 29, 1997).
10.15 Registration Rights Agreement, dated as of November , 1997
(Incorporated by reference as Exhibit 10.15 to Registrant's
initial filing of Form S-1 Registration Statement,
Registration No. 333-43401 filed December 29, 1997). See
attached Schedule. (Incorporated by reference to Exhibit 10.15
of Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.16 Debenture of Swissray International, Inc., dated November ,
1997 (Incorporated by reference as Exhibit 10.16 to
Registrant's initial filing of Form S-1 Registration Statement
Registration No. 333-43401 filed December 29, 1997). See
attached Schedule.(Incorporated by reference to Exhibit 10.16
of Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.17 Subscription Agreement, dated November , 1997 (Incorporated
by reference as Exhibit 10.17 to Registrant's initial filing
of Form S-1 Registration Statement, Registration No. 333-43401
filed December 29, 1997). See attached Schedule. (Incorporated
by reference to Exhibit 10.17 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.18 Registration Rights Agreement (rollover), dated as of November
1997 (Incorporated by reference as Exhibit 10.18 to
Registrant's initial filing of Form S-1 Registration Statement
Registration No. 333-43401 filed December 29, 1997). See
attached Schedule.(Incorporated by reference to Exhibit 10.18
of Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.19 Debenture of Swissray International, Inc. (rollover), dated
November , 1997 (Incorporated by reference as Exhibit 10.19
to Registrant's initial filing of Form S-1 Registration
Statement, Registration No.333-43401 filed December 29, 1997).
See attached Schedule. (Incorporated by reference to Exhibit
10.19 of Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.20 Subscription Agreement (rollover), dated November , 1997
(Incorporated by reference as Exhibit 10.20 to Registrant's
initial filing of Form S-1 Registration Statement,
Registration No. 333-43401 filed December 29, 1997). See
attached Schedule.(Incorporated by reference to Exhibit 10.20
of Registrant's Amendment No. 4 to Form S-1 Registration
Statement,Registration No. 333-38229, filed February 9, 2000).
<PAGE>
10.21 Agreement Regarding August, 1997 Regulation D offering
(Incorporated by reference as Exhibit 10.21 to Registrant's
initial filing of Form S-1 Registration Statement,
Registration No. 333-43401 filed December 29, 1997).
10.22 Subscription Agreement dated March , 1998 (Incorporated by
reference as Exhibit 10.22 to Registrant's initial filing of
Form S-1 Registration Statement, Registration No. 333-50069
filed April 14, 1998). See attached Schedule. (Incorporated
by reference to Exhibit 10.22 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.23 Registration Rights Agreement dated March , 1998 (Incorporated
by reference as Exhibit 10.23 to Registrant's initial filing
of Form S-1 Registration Statement, Registration No.333-50069
filed April 14, 1998). See attached Schedule. (Incorporated by
reference to Exhibit 10.23 of Registrant's Amendment No. 4 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed February 9, 2000).
10.24 Debenture dated March , 1998 (Incorporated by reference
as Exhibit 10.24 to Registrant's initial filing of Form S-1
Registration Statement, Registration No. 333-50069 filed April
14, 1998). See attached Schedule. (Incorporated by reference
to Exhibit 10.24 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.25 This Exhibit Number skipped.
10.26 Subscription Agreement dated June, 1998 (Incorporated by
reference as Exhibit 10.26 to Registrant's initial filing of
Form S-1 Registration Statement, Registration No. 333-59829
filed July 24, 1998). See attached Schedule. (Incorporated
by reference to Exhibit 10.26 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.27 Registration Rights Agreement dated June, 1998 (Incorporated
by reference as Exhibit 10.27 to Registrant's initial filing
of Form S-1 Registration Statement, Registration No. 333-59829
filed July 24, 1998). See attached Schedule. (Incorporated
by reference to Exhibit 10.27 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.28 Debenture dated June, 1998 (Incorporated by reference
as Exhibit 10.28 to Registrant's initial filing of Form S-1
Registration Statement, Registration No. 333-59829 filed July
24, 1998). See attached Schedule. (Incorporated by reference
to Exhibit 10.28 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
<PAGE>
10.29 Subscription Agreement dated August, 1998 with March 17, 1999
amendment (Incorporated by reference as Exhibit 10.29 to
Registrant's first amendment to filing of Form S-1
Registration Statement, Registration No. 333-59829 filed
April 27, 1998). See attached Schedule. (Incorporated by
reference to Exhibit 10.29 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.30 Registration Rights Agreement dated August, 1998 (Incorporated
by reference as Exhibit 10.30 to Registrant's first amendment
to filing of Form S-1 Registration Statement, Registration No.
333-59829 filed April 27, 1998). See attached Schedule.
(Incorporated by reference to Exhibit 10.30 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.31 Debenture dated August, 1998 with March 17, 1999 amendment
(Incorporated by reference as Exhibit 10.31 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No.333-59829 filed April 27, 1998). See attached
Schedule. (Incorporated by reference to Exhibit 10.31 of
Registrant's Amendment No.4 to Form S-1 Registration Statement
Registration No. 333-38229, filed February 9, 2000).
10.32 Subscription Agreement dated October, 1998 with March 17, 1999
amendment (Incorporated by reference as Exhibit 10.32 to
Registrant's first amendment to filing of Form S-1
Registration Statement, Registration No.333-59829 filed April
27, 1998).See attached Schedule.(Incorporated by reference to
Exhibit 10.32 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.33 Registration Rights Agreement dated October,1998 (Incorporated
by reference as Exhibit 10.33 to Registrant's first amendment
to filing of Form S-1 Registration Statement, Registration No.
333-59829 filed April 27, 1998). See attached Schedule.
(Incorporated by reference to Exhibit 10.33 of Registrant's
Amendment No.4 to Form S-1 Registration Statement,Registration
No. 333-38229, filed February 9, 2000).
10.34 Debenture dated October, 1998 with March 17, 1999 amendment
(Incorporated by reference as Exhibit 10.34 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No.333-59829 filed April 27, 1998). See attached
Schedule, (Incorporated by reference to Exhibit 10.34 of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
<PAGE>
10.35 Promissory Note dated December, 1998 (Incorporated by
reference as Exhibit 10.35 to Registrant's first amendment to
filing of Form S-1 Registration Statement, Registration No.
333-59829 filed April 27, 1998). See attached Schedule.
(Incorporated by reference to Exhibit 10.35 of Registrant's
Amendment No.4 to Form S-1 Registration Statement,Registration
No. 333-38229, filed February 9, 2000).
10.36 Contingent Subscription Agreement dated December, 1998 with
March 17, 1999 amendment (Incorporated by reference as Exhibit
10.36 to Registrant's first amendment to filing of Form S-1
Registration Statement, Registration No. 333-59829 filed April
27, 1998). See attached Schedule. (Incorporated by reference
to Exhibit 10.36 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.37 Registration Rights Agreement dated December, 1998
(Incorporated by reference as Exhibit 10.37 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No.333-59829 filed April 27, 1998). See attached
Schedule. (Incorporated by reference to Exhibit 10.37 of
Registrant's Amendment No.4 to Form S-1 Registration Statement
Registration No. 333-38229, filed February 9, 2000).
10.38 Debenture dated December, 1998 with March 17, 1999 amendment
(Incorporated by reference as Exhibit 10.38 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No.333-59829 filed April 27, 1998). See attached
Schedule. (Incorporated by reference to Exhibit 10.38 of
Registrant's Amendment No.4 to Form S-1 Registration Statement
Registration No. 333-38229, filed February 9, 2000).
10.39 Warrant dated December, 1998 (Incorporated by reference as
Exhibit 10.39 to Registrant's first amendment to filing of
Form S-1 Registration Statement, Registration No. 333-59829
filed April 27, 1998). See attached Schedule. (Incorporated by
reference to Exhibit 10.39 of Registrant's Amendment No. 4 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed February 9, 2000).
10.40 Subscription Agreement dated January, 1999 (Incorporated by
reference as Exhibit 10.40 to Registrant's first amendment to
filing of Form S-1 Registration Statement, Registration No.
333-59829 filed April 27, 1998). See attached Schedule.
(Incorporated by reference to Exhibit 10.40 of Registrant's
Amendment No.4 to Form S-1 Registration Statement,Registration
No. 333-38229, filed February 9, 2000).
10.41 Registration Rights Agreement dated January, 1999(Incorporated
by reference as Exhibit 10.41 to Registrant's first amendment
to filing of Form S-1 Registration Statement, Registration No.
333-59829 filed April 27, 1998). See attached Schedule.
(Incorporated by reference to Exhibit 10.41 of Registrant's
Amendment No.4 to Form S-1 Registration Statement,Registration
No. 333-38229, filed February 9, 2000).
<PAGE>
10.42 Debenture dated January, 1999 (Incorporated by reference
as Exhibit 10.42 to Registrant's first amendment to filing of
Form S-1 Registration Statement, Registration No. 333-59829
filed April 27, 1998). See attached Schedule. (Incorporated by
reference to Exhibit 10.42 of Registrant's Amendment No. 4 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed February 9, 2000).
10.43 Warrant dated January 28, 1999 with March 17, 1999 amendment
(Incorporated by reference as Exhibit 10.43 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No.333-59829 filed April 27, 1998). See attached
Schedule. (Incorporated by reference to Exhibit 10.43 of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.44 Promissory Note dated March 2, 1999 (Incorporated by
reference as Exhibit 10.44 to Registrant's first amendment
to filing of Form S-1 Registration Statement, Registration
No. 333-59829 filed April 27, 1998). See attached Schedule.
(Incorporated by reference to Exhibit 10.44 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.45 Contingent Subscription Agreement dated March 2, 1999
(Incorporated by reference as Exhibit 10.45 to Registrant's
first amendment to filing of Form S-1 Registration
Statement, Registration No. 333-59829 filed April 27, 1998).
See attached Schedule. (Incorporated by reference to Exhibit
10.45 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.46 Registration Rights Agreement dated March 2, 1999
(Incorporated by reference as Exhibit 10.46 to Registrant's
first amendment to filing of Form S-1 Registration
Statement, Registration No. 333-59829 filed April 27, 1998).
See attached Schedule. (Incorporated by reference to Exhibit
10.46 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.47 Debenture dated March 2, 1999 (Incorporated by reference
as Exhibit 10.47 to Registrant's first amendment to filing
of Form S-1 Registration Statement, Registration No. 333-59829
filed April 27,1998). See attached Schedule. (Incorporated by
reference to Exhibit 10.47 of Registrant's Amendment No. 4 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed February 9, 2000).
<PAGE>
10.48 Warrant dated March 2,1999 (Incorporated by reference as
Exhibit 10.48 to Registrant's first amendment to filing of
Form S-1 Registration Statement, Registration No. 333-59829
filed April 27, 1998). See attached Schedule. (Incorporated
by reference to Exhibit 10.48 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.49 Promissory Note dated March 26,1999 (Incorporated by reference
as Exhibit 10.49 to Registrant's first amendment to filing of
Form S-1 Registration Statement, Registration No. 333-59829
filed April 27,1998). See attached Schedule.(Incorporated by
reference to Exhibit 10.49 of Registrant's Amendment No. 4 to
Form S-1 Registration Statement, Registration No. 333-38229,
filed February 9, 2000).
10.50 Contingent Subscription Agreement dated March 26, 1999
(Incorporated by reference as Exhibit 10.50 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No. 333-59829 filed April 27, 1998). See attached
Schedule. (Incorporated by reference to Exhibit 10.50 of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.51 Registration Rights Agreement dated March 26, 1999
(Incorporated by reference as Exhibit 10.51 to Registrant's
first amendment to filing of Form S-1 Registration Statement,
Registration No. 333-59829 filed April 27, 1998). See attached
Schedule. (Incorporated by reference to Exhibit 10.51 of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No. 333-38229, filed February 9,2000).
10.52 Debenture dated March 26,1999 (Incorporated by reference as
Exhibit 10.52 to Registrant's first amendment to filing
of Form S-1 Registration Statement, Registration No.333-59829
filed April 27, 1998). See attached Schedule. (Incorporated
by reference to Exhibit 10.52 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.53 Warrant dated March 26,1999 (Incorporated by reference as
Exhibit 10.53 to Registrant's first amendment to filing of
Form S-1 Registration Statement, Registration No. 333-59829
filed April 27,1998). See attached Schedule. (Incorporated
by reference to Exhibit 10.53 of Registrant's Amendment No. 4
to Form S-1 Registration Statement, Registration No.333-38229,
filed February 9, 2000).
10.54 Subscription Agreement dated May ,1999. See attached Schedule.
(Incorporated by reference to Exhibit 10.54 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
<PAGE>
10.55 Registration Rights Agreement dated May , 1999. See attached
Schedule. (Incorporated by reference to Exhibit 10.55 of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No.333-38229, filed February 9, 2000).
10.56 Debenture dated May ,1999. See attached Schedule.(Incorporated
by reference to Exhibit 10.56 of Registrant's Amendment No.
4 to Form S-1 Registration Statement, Registration No.
333-38229, filed February 9, 2000).
10.57 Promissory Note dated July 9, 1999. See attached Schedule.
(Incorporated by reference to Exhibit 10.57 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.58 Security Agreement dated July 9, 1999. See attached Schedule.
(Incorporated by reference to Exhibit 10.58 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.59 Contingent Subscription Agreement dated July 9, 1999. See
attached Schedule. (Incorporated by reference to Exhibit
10.59 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.60 Registration Rights Agreement dated July 9, 1999. See
attached Schedule. (Incorporated by reference to Exhibit
10.60 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.61 Debenture dated August 23, 1999. See attached Schedule.
(Incorporated by reference to Exhibit 10.61 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.62 Promissory Note dated August 11, 1999. See attached
Schedule. (Incorporated by reference to Exhibit 10.62 of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No. 333-38229, filed February 9,
2000).
10.62(a) Assignment of Promissory Note and Security Agreement.
(Incorporated by reference to Exhibit 10.62(a) of
Registrant's Amendment No. 4 to Form S-1 Registration
Statement, Registration No. 333-38229, filed February 9,
2000).
10.63 Consulting Agreement between Registrant and Liviakis Financial
Communications, Inc. dated March 24, 1999 with exhibit thereto
entitled Voting Trust Agreement. (Incorporated by reference
to Exhibit 10.63 of Registrant's Amendment No. 3 to Form S-1
Registration Statement, Registration No. 333-38229, filed
December 8, 1999).
<PAGE>
10.64 Contract between Registrant and Rolcan Finance Ltd. Dated
April 14, 1999.
10.65 Master Supplier Agreement between Registrant and Data General
Corporation effective January 20, 1999.
10.66 Authorized Distributor Agreement with Medika Equipos Medicos,
Inc.
10.67 Subscription Agreement dated September 7, 1999.
(Incorporated by reference to Exhibit 10.67 of Registrant's
Amendment No. 3 to Form S-1 Registration Statement,
Registration No. 333-38229, filed December 8, 1999). See
attached Schedule. (Incorporated by reference to Exhibit
10.67 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.68 Registration Rights Agreement dated September 7, 1999.
(Incorporated by reference to Exhibit 10.68 of Registrant's
Amendment No. 3 to Form S-1 Registration Statement,
Registration No. 333-38229, filed December 8, 1999). See
attached Schedule. (Incorporated by reference to Exhibit
10.68 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.69 Subscription Agreement dated October/November 1999.
(Incorporated by reference to Exhibit 10.69 of Registrant's
Amendment No. 3 to Form S-1 Registration Statement,
Registration No. 333-38229, filed December 8, 1999). See
attached Schedule. (Incorporated by reference to Exhibit
10.69 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.70 Registration Rights Agreement dated October/November 1999.
(Incorporated by reference to Exhibit 10.70 of Registrant's
Amendment No. 3 to Form S-1 Registration Statement,
Registration No. 333-38229, filed December 8, 1999). See
attached Schedule. (Incorporated by reference to Exhibit
10.70 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.71 Contingent Subscription Agreement dated August 11, 1999.
(Incorporated by reference to Exhibit 10.71 of Registrant's
Amendment No. 3 to Form S-1 Registration Statement,
Registration No. 333-38229, filed December 8, 1999). See
attached Schedule. (Incorporated by reference to Exhibit
10.71 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.72 Registration Rights Agreement dated August 11, 1999.
(Incorporated by reference to Exhibit 10.72 of Registrant's
Amendment No. 3 to Form S-1 Registration Statement,
Registration No. 333-38229, filed December 8, 1999). See
attached Schedule. (Incorporated by reference to Exhibit
10.72 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
<PAGE>
10.73 Debenture dated November 11, 1999. (Incorporated by
reference to Exhibit 10.73 of Registrant's Amendment No. 3
to Form S-1 Registration Statement, Registration No.
333-38229, filed December 8, 1999). See attached Schedule.
(Incorporated by reference to Exhibit 10.73 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.74 Agreement with Display Presentations. (Incorporated by
reference to Exhibit 10.74 of Registrant's Amendment No. 3
to Form S-1 Registration Statement, Registration No.
333-38229, filed December 8, 1999).
10.75 Agreement with Live Marketing. (Incorporated by reference to
Exhibit 10.75 of Registrant's Amendment No. 3 to Form S-1
Registration Statement, Registration No. 333-38229, filed
December 8, 1999).
10.76 Sales, Marketing and Service Agreement with Hitachi Medical
Systems America Inc. inclusive of Exhibits A through G
which Exhibits have certain information redacted therefrom
in accordance with request for confidentiality. (Incorporated
by reference to Exhibit 10.76 of Registrant's Amendment No.
7 to Form S-1 Registration Statement, Registration No.
333-38229, filed July 14, 2000).
10.76 Entire Sales, Marketing and Service Agreement with Hitachi
Medical Systems America Inc. inclusive of Exhibits A through G
which Exhibits (excepting for A, B and G) have certain
information redacted therefrom in accordance with request
for confidentiality.
10.77 Subscription Agreement dated December 13, 1999 - See
attached schedule. (Incorporated by reference to Exhibit
10.77 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.78 Registration Rights Agreement dated December 13, 1999 - See
attached schedule. (Incorporated by reference to Exhibit
10.78 of Registrant's Amendment No. 4 to Form S-1
Registration Statement, Registration No. 333-38229, filed
February 9, 2000).
10.79 Agreement to Purchases Shares dated September 2, 1999.
(Incorporated by reference to Exhibit 10.79 of Registrant's
Amendment No. 4 to Form S-1 Registration Statement,
Registration No. 333-38229, filed February 9, 2000).
10.80 Subscription Agreement dated February , 2000.
10.81 Registration Rights Agreement dated February 11, 2000.
<PAGE>
10.82 Consulting Agreement between Registrant and Liviakis Financial
Communications, Inc. dated March 29,2000 with letter agreement
dated April 26, 2000 attached thereto.
10.83 Agreement between Registrant and Ministry of Health,
Government of Romania inclusive of Annexes 1 through 5
thereto.
21.1 List of Subsidiaries (Incorporated by reference to Exhibit
21 of Registrant's Annual Report for the fiscal year ended
June 30, 1997 on Form 10-KSB, filed September 30, 1997).
23.1 Consent of Bederson & Company LLP.
23.1(a) Consent of Bederson & Company LLP.
23.1(b) Consent of Bederson & Company LLP.
23.1(c) Consent of Bederson & Company LLP.
23.1(d) Consent of Bederson & Company LLP.
23.1(e) Consent of Bederson & Company LLP.
23.1(f) Consent of Bederson & Company LLP.
23.1(g) Consent of Bederson & Company LLP.
23.2 Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1a).
23.2(a) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1b).
23.2(b) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1c).
23.2(c) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1d)
23.2(d) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1e)
23.2(e) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1f)
23.2(f) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1g)
23.2(g) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1h)
23.2(h) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1i)
23.2(i) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1j)
<PAGE>
23.3 Consent of Feldman Sherb Ehrlich & Co., P.C.
23.3(a) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(b) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(c) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(d) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(e) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(f) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(g) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(h) Consent of Feldman Sherb Horowitz & Co., P.C.
23.3(i) Consent of Feldman Sherb Horowitz & Co., P.C.
23.4 Consent of Theo Lepper
23.4(a) Consent of Theo Lepper
23.4(b) Consent of Theo Lepper
27. Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has duly caused this first Post Effective
Amendment to its S-1 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hochdorf, Country of
Switzerland, on August 15, 2000.
SWISSRAY INTERNATIONAL, INC.
By:/s/Ruedi G. Laupper
Name: Ruedi G. Laupper
Title: Chairman of the Board of
Directors, President &
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended
this first Post Effective Amendment to its S-1 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/RUEDI G. LAUPPER/ Dated:Aug. 15, 2000
------------------ Chairman of the Board of
Ruedi G. Laupper Directors, President &
Chief Executive Officer
/s/JOSEF LAUPPER/ Secretary, Treasurer and a Dated:Aug. 15, 2000
------------------ Director
Josef Laupper
/s/MICHAEL LAUPPER/ Dated:Aug. 15, 2000
------------------ Principal Financial Officer
Michael Laupper & Controller.
Vice President and a Director Dated:Aug. , 2000
------------------
Ueli Laupper
/s/DR, ERWIN ZIMMERLI/ Director Dated:Aug. 15, 2000
---------------------
Dr. Erwin Zimmerli
--------------------- Director Dated:Aug. , 2000
Dr. Sc. Dov Maor
