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As Filed With the Securities and Exchange Commission on August 18, 1999
Registration No. 333-85205
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PICK COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Nevada 4813 75-2107261
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(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
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155 Route 46 West
Wayne, New Jersey 07470
(973) 812-7425
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Diego Leiva, Chairman of the Board
PICK Communications Corp.
155 Route 46 West
Wayne, New Jersey 07470
(973) 812-7425
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
(212) 687-3860
Facsimile: (212) 949-7052
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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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, 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, 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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, check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
- ---------------------- ---------- ------------------ ------------------ --------------
<S> <C> <C> <C> <C>
common stock, par
value $0.01 per share 1,628,372 (l)(2) $3.5625(3) $ 5,801,075 $ 1,612.70
common stock, par
value $0.01 per share 174,310 (1)(4) $ 1.00(5) $ 174,297 $ 48.45
common stock, par
value $0.01 per share 111,550 (1)(6) $ 5.00(5) $ 557,750 $ 155.05
common stock, par
value $0.01 per share 283,400 (2)(7) $ 1.00(5) $ 253,600 $ 78.78
common stock, par
value $0.01 per share 23,400 (1)(18) $3.5625(3) $ 83,363 $ 23.18
common stock, par
value $0.01 per share 20,000 (9) $ 2.50(10) $ 50,000 $ 13.90
common stock, par
value $0.01 per share 1,871,000 (1)(11) $ 1.00(12) $ 1,871,000 $ 520.14
common stock, par
value $0.01 per share 20,000 (l)(23) $ 4.30(5) $ 86,000 $ 23.91
common stock, par
value $0.01 per share 20,000 (14) $3.5625(3) $ 71,250 $ 19.81
common stock, par
value $0.01 per share 1,190,419 (15) $ 4.20(16) $ 5,000,034 $ 1,390.02
common stock, par
value $0.01 per share 70,000 (l)(17) $ 6.30 $ 441,000 $ 122.60
common stock, par
value $0.01 per share 300,000 (l8) $3.5625(3) $ 1,068,750 $ 297.11
common stock, par
value $0.01 per share 69,729 (19) $3.5925(3) $ 268,406 $ 69.06
common stock, par
value $0.01 per share 125,000 (20) $ 4.00(21) $ 500,000 $ 139.00
common stock, par
value $0.01 per share 200,000 (22) $ 5.00(21) $ 1,000,000 $ 278.00
--------- ----------- ----------
Total....................... 6,107,249 -- $17,236,345 $ 4,791.71
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(1) In accordance with Rule 416, this Registration statement includes an
indeterminable number of additional shares of common stock, par value
$0.01 per share (the "common stock"), of PICK Communications Corp. (the
"'Company"), issuable an a result of any future anti-dilution adjustments
in accordance with the terms of warrants, preferred stock and/or
promissory notes. All share and per share data in this Registration
Statement give retroactive effect to a one-for-ten reverse split declared
by the Board of Directors on July 6, 1999, to holders of record on July
23, 1999.
(2) Represents 990,000 shares of common stock underlying the warrants issued
in connection with the Company's July 1998 Bridge Loan, 247,505 warrants
issued in connection with an extension of the maturity of the July 1998
Bridge Loan, plus an additional 390,867 shares issuable pursuant to the
anti-dilution provisions of the warrants, which are currently issuable
upon exchange and exercise of the warrants at zero consideration.
(3) Pursuant to Rule 457(c), the proposed maximum offering price per share has
been calculated based on the average of the closing bid and asked prices
for the common stock on August 11, 1999.
(4) Represents shares of common stock, issuable on a one-for-ten basis,
underlying the 1,394,366 warrants issued to Commonwealth Associates am
Placement Agent for the July 1998 Bridge Loan, plus 34,873 shares issuable
pursuant to the anti-dilution provisions of the warrants.
(5) Pursuant to Rule 457(c), the proposed maximum offering price per share has
been calculated based on the price the Warrants may be exercised.
(6) Represents shares of common stock issuable on a one-for-ten basis to
Liberty Capital underlying its 1,115,493 warrants issued in connection
with the July 1998 Bridge Loan.
(7) Represents 260,000 shares issuable pursuant to the anti-dilution
provisions of the warrants described in note (6) above. plus 23,400 shares
issuable upon exercise of warrants issued pursuant to a consulting
agreement between the Company and Liberty capital entered into in March
1998, as amended.
(8) Represents shares of common stock issued to Liberty Capital pursuant to
the Consulting Agreement described in note (7) above.
(9) Represents shares issuable upon conversion of Bridge Notes issued in the
July 1998 Bridge Loan which were not exchanged for Amended Notes in April
1999.
(10) Pursuant to Rule 457(i) the proposed maximum offering price per share has
been calculated based on the conversion price of the July 1998 Bridge
Notes.
(11) Represents shares of common stock underlying the Series B Preferred Stock.
(12) Pursuant to Rule 457(i) the proposed maximum offering price per share has
been calculated based on the conversion price of the Series B Preferred
Stock.
(13) Represents shares of common stock underlying Warrants held by Michael
Binder.
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(14) Represents shares of common stock issued to The Dilenschneider Group
Inc. for services rendered to the Company.
(15) Represents shares of common stock underlying the Series D Preferred
Stock which have either been issued (21.000 shares) or are issuable
(1,169,489 shares) upon conversion of Series D Preferred Stock.
(16) Pursuant to Rule 457 (i) the proposed maximum offering price per share
has been calculated based on the conversion price of the Series D
Preferred Stock.
(17) Represents shares of common stock issuable on a one-for-ten basis
underlying the 700,000 warrants issued in connection with the sale of
Series D Preferred Stock.
(18) Represents shares of common stock isnuable to innovative Telecom Corp.
in satisfaction of indebtedness, the exact number to be determined
prior to the effective date of this registration statement.
(19) Represents shares of common stock issued to Commonwealth Associates and
its designees an Placement Agent for the July 1998 Bridge Loan.
(20) Represents shares of common stock issuable to Snow Becker Krauss P.C
counsel to the Company, underlying 125, 000 options issued in
satisfaction of indebtedness,
(21) Pursuant to Rule 4574c) the proposed maximum offering price per share
has been calculated based on the price the options may be exercised.
(22) Represents shares of common stock issuable underlying options to
purchase 50,000 shame of common stock held by four corporations
controlled by two directors Robert Sams (Saicol Limited) and John
Tydenan (Dolphin Media Group) and two advisors to the Board of
Directors, Alberto Delgado (Final Age Corp.) and Ricardo Maranon
(Mother of Three, Inc.).
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Wayne, State of
New Jersey, on this 18th day of August 1999.
PICK Communications Corp.
By: /s/ Diego Leiva
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Diego Leiva
Chairman of the Board
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Signature Title Date
<S> <C> <C>
/s/ Diego Leiva Chairman of the Board August 18, 1999
- -------------------------- (Principal Executive Officer)
Diego Leiva
/s/ Henry Ewen Acting Chief Financial Officer August 18, 1999
- -------------------------- (Principal Financial Officer)
Henry Ewen
/s/ Robert R. Sams Director August 18, 1999
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Robert R. Sams
/s/ John Tydeman Director August 18, 1999
- --------------------------
John Tydeman
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