<PAGE>
As Filed With the Securities and Exchange Commission on November 30, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
PICK COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Nevada 4813 75-2107261
---------------------- --------------------- ------------------
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
5225-55 N.W. 87th Avenue, First Floor
Miami, FL 33178
(305) 717-1500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
---------------------------
Helge Bornmann, Chief Executive Officer
5225-55 N.W. 87th Avenue, First Floor
Miami, FL 33178
(305) 717-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to be Offering Aggregate Registration
to be Registered Registered Price Per Share Offering Price Fee
---------------- ---------- --------------- -------------- ---
<S> <C> <C> <C> <C>
common stock, par value
$0.01 per share 760,000 (1) $ 0.437 (2) $ 332,120 $ 87.68
common stock, par value
$0.01 per share 150,000 (3) $ 1.00 (4) $ 150,000 $ 39.60
common stock, par value
$0.01 per share 200,000 (5) $ 0.437 (2) $ 87,400 $ 23.07
------------ -------------- ------------- ------------
Total ................. 1,110,000 - $ 569,520 $150.36
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(1) Represents shares of common stock, par value $.01 per share (the "common
stock"), of Pick Communications Corp. (the "Company") issued as follows:
(i) 300,000 shares of common stock issued to Brian Haynes pursuant to a
consulting agreement with PickSat, Inc., a subsidiary of the Company
("PickSat"), entered into in May 2000; (ii) 50,000 shares of common stock
issued to Milford Communications Partners LLC pursuant to a consulting
agreement with PickSat entered into in August 2000; (iii) 100,000 shares of
common stock issued to Eugene Carter pursuant to an employment agreement
with PickSat entered into in July 2000; (iv) an aggregate 310,000 shares of
common stock issued to Helge Bornmann as follows: (a) 150,000 shares issued
pursuant to an agreement to perform services as a director, President and
Chief Executive Officer of the Company entered into in September 2000 and
(b) 160,000 shares issued pursuant to a consulting agreement between
TubiTec GmbH and PICKSat entered into in June 2000 by which Mr. Bornmann
serves as a consultant to PICKSat.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share has
been calculated based on the last sale price reported for the common stock
on November 9, 2000.
(3) Represents shares of common stock issuable to Snow Becker Krauss P.C.,
counsel to the Company, underlying 150,000 options issued in satisfaction
of indebtedness.
(4) Pursuant to Rule 457(c) the proposed maximum offering price per share has
been calculated based on the price the options may be exercised.
(5) Represents shares of common stock issued as follows: (1) 100,000 shares of
common stock issued to Mohammed Al Hussaini; (ii) 50,000 shares of common
stock issued to Ali Sahms Aldean Najdi; and (iii) 50,000 shares of common
sotck issued to Al Jandool Brides Jewellery Corporation, in satisfaction of
advisory fees to the Company.
------------------------
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 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 Commission, acting pursuant to Section 8(a), may
determine.
ii
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Explanatory Note
This Pre-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 is being filed solely for the purpose of adding the language
regarding the delay in the effective date of this Registration Statement in
accordance with Section 8(a) of the Securities Act of 1933.
iii
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Pre-Effective Amendment No. 1 to its
Registration Statement on Form S-1 to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Miami, State of Florida, on this 30th
of November, 2000.
PICK Communications Corp.
By: /s/ Helge Bornmann
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Helge Bornmann
President and Chief Executive Officer
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Helge Bornmann President and Chief Executive Officer November 30,2000
--------------------------- (Principal Executive Officer and
Helge Bornmann Principal Financial Officer)
</TABLE>
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