As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-08855
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
Form SB-2
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REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
(Name of small business issuer in its charter)
Delaware 7941 22-339-3152
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
29 Northfield Avenue
Suite 200
West Orange, New Jersey 07052
(201) 325-3244
(Address and telephone number of principal executive
offices and place of business)
MARC ROBERTS, President
Worldwide Entertainment & Sports Corp.
29 Northfield Avenue
Suite 200
West Orange, New Jersey 07052
(201) 325-3244
(Name, address and telephone number of agent for service)
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Copies to:
IRA I. ROXLAND, Esq. STEVEN SCHUSTER, Esq.
PARKER DURYEE ROSOFF & HAFT McLAUGHLIN & STERN, LLP
529 Fifth Avenue 380 Lexington Avenue
New York, New York 10017 New York, New York 10168
(212) 599-0500 (212) 867-2500
Fax: (212) 972-9487 Fax: (212) 599-2332
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Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this 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. [ ]
<PAGE>
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 [ ].
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Each Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
------------- ------------ --------- ------------- ------------
Units (each 1,380,000 Units(2) $ 6.00 $ 8,280,000 $ 2,855.00
consisting of
one share of
Common Stock,
$.01 par value,
and one Redeem-
able Warrant)
Common Stock, 1,380,000 Shares(3) $ 7.20 $ 9,936,000 $ 3,426.00
$.01 par value
Underwriter's 120,000 Units(4) $ 7.20 $ 864,000 $ 298.00
Units (each Unit
consisting of
one share of
Common Stock and
one Redeemable
Warrant)
Common Stock, 120,000 Shares(5) $ 7.20 $ 864,000 $ 298.00
$.01 par value
TOTAL....................... $ 19,944,000 $ 6,877.00
- ---------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
(2) Includes 180,000 Units issuable upon exercise of the Underwriter's over
allotment option.
(3) Pursuant to Rule 416(a), there are hereby being registered an
indeterminate number of additional shares of Common Stock which may be
issued pursuant to the anti-dilution provisions of the Redeemable
Warrants. No additional registration fee is included for those shares.
(4) Represents Units to be sold to the Underwriter.
(5) Reserved for issuance upon exercise of the Redeemable Warrants underlying
the Underwriter's Units.
</TABLE>
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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 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 29th day of July, 1996.
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
By:/s/Marc Roberts
Marc Roberts
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/Marc Roberts Director, President and Chief July 29, 1996
Marc Roberts Executive Officer (Principal
Executive Officer
* Director (Principal accounting July 29, 1996
Roy Roberts and financial officer)
* Director July 29, 1996
Allan Cohen
* Director July 29, 1996
Dan Drykerman
* Director July 29, 1996
Herbert Kozlov
* Director July 29, 1996
Harvey Silverman
* Marc Roberts, pursuant to the Powers of Attorney, (executed by each of
the officers and directors listed above and indicated as signing above,
and filed with the Securities and Exchange Commission), by signing his
name hereto does hereby sign and execute this Amendment to the
Registration Statement on behalf of each of the persons referenced above.
Dated: July 29, 1996 /s/Marc Roberts
Marc Roberts
