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As filed with the Securities and Exchange Commission on June 18, 1997
Registration No. 333-26349
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MODACAD, INC.
(Name of small business issuer as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 7372 95-4145930
(State or jurisdiction Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number Identification Number)
</TABLE>
1954 COTNER AVENUE, LOS ANGELES, CALIFORNIA 90025 (310) 312-6632
(Address and telephone number of principal executive offices and
principal place of business)
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JOYCE FREEDMAN
PRESIDENT
MODACAD, INC.
1954 COTNER AVENUE
LOS ANGELES, CALIFORNIA 90025
(310) 312-6632
(Name, address and telephone number of agent for service)
--------------------------------------------
Copies to:
JOHN A. ST. CLAIR, ESQ.
ROBERT R. JESUELE, ESQ.
SYLVIA K. BURKS, ESQ.
COUDERT BROTHERS
1055 WEST SEVENTH STREET, 20TH FLOOR
LOS ANGELES, CALIFORNIA 90017
(213) 688-9088
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Approximate date of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS OF FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF LOS ANGELES, STATE OF
CALIFORNIA, ON JUNE 16, 1997.
MODACAD, INC.
By: /s/ JOYCE FREEDMAN
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Joyce Freedman, President
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT, THIS
REGISTRATION STATEMENT WAS SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
President and Director June 16, 1997
/s/ JOYCE FREEDMAN (Principal Executive Officer)
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Joyce Freedman
Vice President, Finance and June 16, 1997
Director (Principal Financial and
/s/ LEE FREEDMAN Accounting Officer)
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Lee Freedman
Director and
/s/ MAURIZIO VECCHIONE * Executive Vice President June 16, 1997
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Maurizio Vecchione
/s/ ANDREA VECCHIONE * Director June 16, 1997
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Andrea Vecchione
/s/ F. STEPHEN WYLE * Director June 16, 1997
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F. Stephen Wyle
/s/ PETER FRANK * Director June 16, 1997
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Peter Frank
*By: /s/ JOYCE FREEDMAN
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Joyce Freedman, President
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIALLY
NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ------------
<S> <C> <C>
5.1 Opinion of Coudert Brothers 23
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP 25
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4 of the initial filing
of this Registration Statement)
</TABLE>
II-5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Number Description Page
-------------
<S> <C> <C>
5.1 Opinion of Coudert Brothers 23
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP 25
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4 of the initial filing of this
Registration Statement)
</TABLE>
II-5
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June 16, 1997
ModaCAD, Inc.
1954 Cotner Avenue
Los Angeles, California 90025
Re: ModaCAD, Inc. - Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as securities counsel for ModaCAD, Inc. (the
"Company") in connection with the preparation of a registration statement on
Form S-3, as amended (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Securities Act"), that was filed with the Securities and
Exchange Commission (the "Commission") on May 1, 1997, in connection with the
registration of 1,610,000 shares of Common Stock issuable upon the exercise of
1,610,000 redeemable warrants (all such warrants together, the "Warrants") to
purchase 1,610,000 shares of Common Stock, and such additional number of shares
of Common Stock as may become issuable pursuant to the anti-dilution provisions
of the Warrants (all such shares of Common Stock together, the "Shares").
In connection with the preparation of the Registration
Statement, we have examined such documents, instruments, records, certificates
and matters as we have considered appropriate and necessary to render this
opinion. We have assumed for the purpose of this opinion the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies, and the genuineness of all signatures
thereon.
Based on the foregoing and in reliance thereon, it is our
opinion that the Shares have been duly authorized and, after the Registration
Statement becomes effective and after any post-effective amendment required by
law is duly completed, filed and becomes effective (such Registration Statement
as it finally becomes effective or, if required to be post-effectively amended,
then as it is so amended, is referred to hereinafter as the "Final Registration
Statement"), and when the applicable provisions of "Blue Sky" and other state
securities laws shall have been complied with, and when the Shares are issued
and/or sold in accordance with the prospectus forming a part of the Final
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
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ModaCAD, Inc.
June 16, 1997
Page 2
We hereby consent to the inclusion of our opinion as Exhibit
5.1 to the Registration Statement and further consent to the references to this
firm in the Registration Statement. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations of the Commission
thereunder.
We are opining herein as to the effect on the subject
transaction only of United States federal law and the internal (and not the
conflict of law) laws of the State of California, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
Very truly yours,
/s/ COUDERT BROTHERS
COUDERT BROTHERS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 7, 1997, accompanying the financial
statements included in the Annual Report of ModaCAD, Inc. on Form 10-KSB for
the year ended December 31, 1996. We hereby consent to the incorporation by
reference of said report in the Registration Statement of ModaCAD, Inc. on Form
S-3 and to the use of our name as it appears under the caption "Experts."
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
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SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
June 17, 1997
