As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 333 -
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
Pre-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NETSMART TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3680154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
146 Nassau Avenue, Islip, New York, 11751, (516) 968-2000
(Address, including zip code, and telephone number of registrant's principal
executive offices)
Asher S. Levitsky P.C.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
Fax: (212) 953-6899
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Mr. James L. Conway, President and Chief Executive Officer
Netsmart Technologies, Inc.
146 Nassau Avenue
Islip, New York 11751
(516) 968-2000
Fax: (516) 968-2123
Approximate date of commencement of proposed sale to the public: As soon as
practical on or after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered of 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of securities maximum maximum
to be Amount to be offering price aggregate Amount of
registered registered per unit offering price registration fee
- -------------------------------------------------------------------------------------------------
Common Stock, par 994,499 shs. $4.02(1) $3,997,886 $1,111.41
value $.01 per share
(1) The average of the high and low prices of the common stock on the Nasdaq
SmallCap Market on August 5, 1999.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effectiveness 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 Section 8(a), may determine.
Explanatory Note: This Pre-effective Amendment No. 1 to the Registration
Statement is being filed to add the above delaying amendment, and no other
substantive changes have been made to the Registration Statement.
- 1 -
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
pre-effective amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Islip, State of
New York on this 20th day of August, 1999.
NETSMART TECHNOLOGIES, INC.
By: s/ James L. Conway
James L. Conway, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this pre-effective amendment to the Registration Statement has been signed by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
s/ James L. Conway President, August 20, 1999
- -------------------- Chief Executive Officer
James L. Conway and Director
(Principal Executive Officer)
* Chief Financial Officer August 20, 1999
- --------------------
Anthony F. Grisanti
(Principal Financial
and Accounting Officer)
* Director August 20, 1999
- --------------------
Edward D. Bright
* Director August 20, 1999
- --------------------
John F. Philips
* Director August 20, 1999
- --------------------
Gerald O. Koop
* Director August 20, 1999
- --------------------
Joseph G. Sicinski
* By: s/ James L. Conway
------------------
James L. Conway
Attorney-in-fact
- 2 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS
FILED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 137,572
<SECURITIES> 0
<RECEIVABLES> 5,476,673
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,043,517
<PP&E> 451,200
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,287,231
<CURRENT-LIABILITIES> 8,077,445
<BONDS> 0
0
0
<COMMON> 18,547,472
<OTHER-SE> (60,000)
<TOTAL-LIABILITY-AND-EQUITY> 12,287,231
<SALES> 10,806,887
<TOTAL-REVENUES> 10,806,887
<CGS> 7,062,093
<TOTAL-COSTS> 2,874,480
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 130,075
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 740,239
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 740,239
<EPS-BASIC> .26
<EPS-DILUTED> .22
</TABLE>
