<PAGE>
As filed with the Securities and Exchange Commission on January 16, 2001
REGISTRATION NO. 333-59829
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 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.
80 GRASSLANDS ROAD
ELMSFORD, NEW YORK 10523
UNITED STATES: (914) 345-3700
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.
80 GRASSLANDS ROAD
ELMSFORD, NEW YORK 10523
(914) 345-3700
(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. /X/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE>
On August 14, 2000 this Registration Statement was declared effective.
Thereafter the Company, principally during December of 2000, entered into
various negotiations with those persons and/or firms with whom it had entered
into prior financing agreements, which persons and/or firms were then the
holders of outstanding (a) convertible debentures, (b) Series A Preferred Stock
and/or (c) promissory notes. For specific information with respect to such prior
financings, reference is herewith made to Registration Statement under SEC File
No. 333-59829 as declared effective on August 14, 2000 and in particular, but
not limited to, those sections entitled "History of Past Financings", "Selling
Holders", "Plan of Distribution" and "Description of Capital Stock - Promissory
Notes Subsequently Converted into Debentures" and "Registration Rights" as well
as to those Risk Factors in such Registration Statement which similarly dealt
with matters specifically relating to such financings and are entitled
"Potential Adverse Effective Upon Stock Price ..and Regulation D", "Inability to
Currently Determine Number of Shares .. in Outstanding Shares" and "Requirements
for the Issuance of Additional Shares .. Financing Agreements".
With respect to the above, 13 of the Selling Holders indicated in the
section entitled "Selling Holders" assigned all of their rights and interests to
an entity known as Hillcrest Avenue LLC ("Hillcrest"), a corporation
incorporated under the laws of the Cayman Islands. The Selling Holders who
assigned their rights to Hillcrest are as follows: Dominion Capital Fund
Limited, Sovereign Partners LP, Dominion Investment Fund LLC, Aberdeen Avenue
LLC, Parkdale LLC, Canadian Advantage Limited Partnership, Atlantis Capital Fund
Ltd., Striker Capital, Southridge Capital Management, LLC, Fetu Holding,
Greenfield Investment Consultants, LLC, Dundurn Street LLC and Southshore
Capital Fund Ltd. Of such group of 13 the following "Selling Holders" were
principal stockholders prior to such assignment - Dominion Capital Fund Limited,
Sovereign Partners LP and Parkdale LLC.
Hillcrest thereafter and in accordance with negotiations with the
Company entered into written agreements, each dated as of December 29, 2000,
pursuant to which all of those rights acquired by Hillcrest in accordance with
the aforesaid assignments were exchanged for the issuance to Hillcrest of
52,442,347 restrictive shares of Company common stock thereby extinguishing
those convertible debentures, Preferred Shares and promissory notes heretofore
assigned to Hillcrest by Selling Holders. At the time of assignment the debt
instruments indicated had a valuation of $16,907,573 (inclusive of interest and
penalties), all of which was extinguished in exchange for issuance of the
aforesaid 52,442,347 Company shares to Hillcrest.
As a direct result of the above referenced transaction Hillcrest is now
the single largest stockholder of the Company owning approximately 62% of all
issued and outstanding common stock of the Company and owning approximately 61%
when taking into account and consideration those additional Company shares that
may be issued within 60 days in accordance with Rule 13d - 3(d)(1) of the
Exchange Act. Notwithstanding such ownership, Hillcrest has given Ruedi G.
Laupper, the Company's President, sole voting rights over such shares as are
owned by Hillcrest so that Ruedi G. Laupper may vote such shares in such manner
as he may choose and in his sole discretion at all Company shareholder meetings;
such rights being limited, to an extent, by certain exceptions thereto as are
enumerated in a Shareholders Agreement hereinafter referred to at Section
2.2b(a) through (j) inclusive thereto. The Shareholders Agreement (absent
voluntary agreement to terminate or receivership, bankruptcy or matters of a
similar nature) terminates on such date as Hillcrest's record and beneficial
ownership is equal to 9.9% or less of all then issued and outstanding Common
Stock of the Company (although certain provisions of the Shareholders Agreement
as relate to the "Anti-Dilution" provisions as are contained therein shall
survive such
<PAGE>
termination). Notwithstanding Ruedi G. Laupper's voting rights (as outlined
above), Hillcrest has retained sole investment power over the Company shares
heretofore referred to.
The written agreements dated December 29, 2000 as entered into between
Hillcrest, the Company and others are entitled (a) Exchange Agreement, (b)
Shareholders Agreement and (c) Registration Rights Agreement (the latter of
which requires that the Company file a Registration Statement with the SEC
within 60 days from closing of the Exchange Agreement so as to register the
aforesaid 52,442,347 shares notwithstanding the fact that Hillcrest has agreed
that it may not sell all or any portion of such shares for a period of no less
than 6 months and 1 day from closing of the Exchange Agreement). Each of such
Agreements together with exhibits thereto are incorporated herein by reference
and have been filed as exhibits to Form 8-K with date of report of December 29,
2000.
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
5.1(j) Opinion of Gary B. Wolff, P.C., counsel to the Registrant.
10.84 Exchange Agreement dated December 29, 2000 with exhibits
thereto (Incorporated by reference to Form 8-K, filed
January 12, 2001).
10.85 Subscription Agreement dated December 29, 2000 with exhibits
thereto (Incorporated by reference to Form 8-K, filed
January 12, 2001).
10.86 Registration Rights Agreement dated December 29, 2000
(Incorporated by reference to Form 8-K, filed January 12,
2001).
23.2(i) Consent of Gary B. Wolff, P.C. (included in Exhibit 5.1j)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has duly caused this Second 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 January 16, 2001.
SWISSRAY INTERNATIONAL, INC.
By:/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
/Ruedi G. Laupper/ Chairman of the Board of Dated: Jan. 16, 2001
---------------------- Directors, President &
Ruedi G. Laupper Chief Executive Officer
/Josef Laupper/ Secretary, Treasurer and a Dated: Jan. 16, 2001
---------------------- Director
Josef Laupper
/Michael Laupper/ Principal Financial Officer Dated: Jan. 16, 2001
---------------------- & Controller
Michael Laupper
Ueli Laupper Vice President and a Director Dated: Jan. 16, 2001
----------------------
Ueli Laupper
/Dr. Erwin Zimmerli/ Director Dated: Jan. 16, 2001
----------------------
Dr. Erwin Zimmerli
Director Dated: Jan. 2001
----------------------
Dr. Sc. Dov Maor
<PAGE>
Exhibit 5.1(i)
January 16, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SWISSRAY International, Inc. (the "Company")
Post Effective Amendment No. 2 to Registration
Statement on Form S-1 File No. 333-59829
Gentlemen:
I have been requested by the Company, a New York corporation, to
furnish you with my opinion as to the matters hereinafter set forth in
connection with the above captioned Registration Statement (the "Registration
Statement") covering all of the shares which will be offered by the Selling
Shareholder(s) who acquired the shares under various agreements - the number of
shares being as indicated on the calculation chart to the cover page of the
Company's aforementioned Post Effective Amendment No. 2 to its S-1 Registration
Statement.
In connection with this opinion, I have examined the Registration
Statement, the Certificate of Incorporation and By-Laws of the Company, each as
amended to date, copies of the records of corporate proceedings of the Company,
and copies of such other agreements, instruments and documents as I have deemed
necessary to enable me to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, I am of the opinion that the
shares referred to above when sold in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/Gary B. Wolff/
Gary B. Wolff, P.C.
GBW:th
<PAGE>
