<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on June 19, 1996
Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act Of 1933
-----------------
BIGMAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Delaware 2834 31-1445779
(STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) Classification Code Number) IDENTIFICATION NO.)
</TABLE>
6660 Doubletree Avenue
Columbus, OH 43229
(614) 848-8380
(ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
John G. Tramontana
Bigmar, Inc.
6660 Doubletree Avenue
Columbus, OH 43229
(614) 848-8380
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------
copies to:
<TABLE>
<S> <C>
Edward Klimmerman, Esq. Samuel F. Ottensoser, Esq.
Rubin Baum Levin Constant & Friedman Baer Marks & Upham LLP
30 Rockefeller Plaza 805 Third Avenue
New York, New York 10112 New York, New York 10022
(212) 698-7700 (212) 702-5700
</TABLE>
----------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] File No. 333-3830
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 filing of the prospectus is expected to be made pursuant to Rule 434,
please check the following. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $.001 per share).... 172,500(1) $7.50 $1,293,750 $446.12
Representative's Warrants(3)................ 15,000 $.001 15.00 $ -0-(6)
Common Stock (par value $.001 per
share)(4)(5)................................ 15,000 $9.75 $ 146,250 $ 50.43
Total Registration Fee...................... $496.55
============================================================================================================
</TABLE>
- ---------------
(1) Includes 22,500 shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(3) To be issued to LT Lawrence & Co., Inc. as representative of the
Underwriters ("Representative")
(4) Represents shares issuable upon exercise of the Representative's Warrants.
(5) Pursuant to Rule 416, the Company is also registering such additional
shares as may become issuable to the holders of the Representative's
Warrants pursuant to the anti-dilution provision thereto.
(6) Pursuant to Rule 457(g), no registration fee is payable.
----------------------
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 Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1,
FILE NO. 333-3830
Bigmar, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (File No. 333-3830) declared effective on June 19, 1996 by the
Securities and Exchange Commission (the "Commission"), including each of the
documents and exhibits filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Exhibits
All Exhibits filed with or incorporated by reference in Registration Statement
No. 333-3830 are incorporated by reference into, and shall be deemed part of,
this Registration Statement, except the following which are filed herewith:
5.1 Opinion of Rubin Baum Levin Constant & Friedman
23.1 Consent of Richard A. Eisner & Co., LLP
23.2 Consent of Rubin Baum Levin Constant & Friedman (contained
in Exhibit 5.1)
23.3 Consent of Wenger Mathys Plattner
23.4 Consent of Hyman, Phelps & McNamara, P.C.
24.1 Power of Attorney (contained on the signature page to this
Registration Statement)
II-1
<PAGE>
<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
of the requirements for filing on Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio on the 19th day of June,
1996.
BIGMAR, INC.
By: John G. Tramontana
--------------------------------------
John G. Tramontana
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael K. Medors, and John G. Tramontana and
each of them, as his true and lawful attorneys-in-fact and agents, with full
powers of substitution and re-substitution, for him and in his name, place and
stead, to sign in any and all capacities any and all amendments (including
post-effective amendments) to this registration statement on Form S-1, and any
subsequent registration statement filed by the registrant pursuant to Rule
462(b) of the Securities Act of 1933, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
John G. Tramontana Chairman of the Board of June 19, 1996
- ---------------------------------- Directors, President and Chief
(John G. Tramontana) Executive Officer (Principal
Executive Officer)
Michael K. Medors Treasurer, Secretary and Director June 19, 1996
- ---------------------------------- (Principal Financial Officer)
(Michael K. Medors) (Principal Accounting Officer)
Bernard Kramer Vice President and Director June 19, 1996
- ----------------------------------
(Bernard Kramer)
</TABLE>
II-2
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibits
All Exhibits filed with or incorporated by reference in Registration Statement
No. 333-3830 are incorporated by reference unto, and shall be deemed part of,
this Registration Statement, except the following which are filed herewith:
5.1 Opinion of Rubin Baum Levin Constant & Friedman
23.1 Consent of Richard A. Eisner & Co., LLP
23.2 Consent of Rubin Baum Levin Constant & Friedman (contained
in Exhibit 5.1)
23.3 Consent of Wenger Mathys Plattner
23.4 Consent of Hyman, Phelps & McNamara, P.C.
24.1 Power of Attorney (contained on the signature page to this
Registration Statement)
<PAGE>
<PAGE>
[LETTERHEAD OF RUBIN BAUM LEVIN CONSTANT & FRIEDMAN]
June 19, 1996
Bigmar, Inc.
6660 Doubletree Avenue
Columbus, Ohio 43229
Ladies and Gentlemen:
We refer to the registration statement on Form S-1, (the "Initial
Registration Statement"), filed by Bigmar, Inc. (the "Company") with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended:
(i) 172,500 shares of the Company's common stock, par value
$0.001 per share ("Common Stock"), for the sale by the
Company in an underwritten public offering, which includes
amounts to be sold to cover over-allotments;
(ii) 15,000 warrants ("Representative's Warrants") to be issued
to LT Lawrence & Co., Inc. (the "Representative"), the
representative of the several underwriters (the
"Underwriters") set forth in the Initial Registration
Statement (as defined below) to purchase 15,000 shares of
Common Stock at an exercise price per share equal to 130% of
the initial public offering price; and
(iii) 15,000 shares of Common Stock representing shares to be
issued upon exercise of the Representative's Warrants.
The additional shares of Common Stock and Representative's Warrants are
to be issued and sold with the Common Stock and Representative's Warrants
registered pursuant to the Company's Registration Statement on Form S-1 (Reg.
No. 333-3830) which was declared effective earlier today (the "Initial
<PAGE>
<PAGE>
Bigmar, Inc.
June 19, 1996
Page 2
Registration Statement"), pursuant to an underwriting agreement, dated the date
hereof (the "Underwriting Agreement"), between the Company and the
Representative.
As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered necessary or
appropriate for the purpose of this opinion. Upon the basis of such examination,
we advise you that in our opinion:
(i) the Common Stock to be sold by the Company to the
Underwriters, if and when paid for and issued in accordance with the terms of
the Underwriting Agreement between the Company and the Representative in the
form of Exhibit 1.1 to the Registration Statement (the "Underwriting
Agreement"), will be validly issued, fully paid and nonassessable;
(ii) the Representative's Warrants to be sold by the Company to
the Representative, if and when paid for and issued in accordance with the terms
thereof and the terms of the Underwriting Agreement, will be valid and binding
obligations of the Company; and
(iii) the Common Stock issuable upon exercise of the
Representative's Warrants, if and when paid for and issued in accordance with
the terms of the Representative's Warrant in the form of Exhibit 4.2 to the
Initial Registration Statement, will be validly issued, fully paid and
nonassessable.
The opinion expressed in paragraph (ii) with regard to the validity and
binding nature of the obligations referred to therein are limited to the extent
that the validity and binding nature of such obligations may be limited by
bankruptcy, insolvency, moratorium or other similar laws or equitable principles
relating to or limiting creditors' rights generally.
We are members of the New York Bar, and the opinions expressed herein
are limited to questions arising under the laws of the State of New York and the
Federal law of the United States, and we disclaim any opinion whatsoever with
respect to matters governed by the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the references to this firm under the
caption "Legal Matters" in the Prospectus which is a part of the Abbreviated
Registration Statement. Reference is made to the section of the Initial
Registration Statement entitled
<PAGE>
<PAGE>
Bigmar, Inc.
June 19, 1996
Page 3
"Legal Matters" for a description of ownership of certain securities by certain
attorneys of this firm and other matters regarding representation by this firm.
Very truly yours,
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated March 25, 1996 (with respect to Note 1, April 16, 1996 and with
respect to Note 11D March 29, 1996) relating to the consolidated financial
statements of Bigmar, Inc. and Subsidiaries and our report dated March 25, 1996
relating to the financial statements of Bioren SA, which are contained in that
Prospectus.
We also consent to the references to us under the caption 'Experts' in the
Registration Statement and in the paragraph above the selected financial and
operating data.
RICHARD A. EISNER & COMPANY, LLP
New York, New York
June 19, 1996
<PAGE>
<PAGE>
CONSENT OF WENGER MATHYS PLATTNER
We hereby consent to the use of our name in this Registration Statement and
Prospectus of Bigmar, Inc., and in all amendments thereto, and the statements
relating to us, as appearing under the headings 'Legal Matters' in the
Prospectus.
WENGER MATHYS PLATTNER
By: /s/ Dr. M. Metz
...................................
Dr. M. Metz
Basel, Switzerland
June 19, 1996
<PAGE>
<PAGE>
CONSENT OF HYMAN, PHELPS & McNAMARA, P.C.
We hereby consent to the use of our name in this Registration Statement and
Prospectus of Bigmar, Inc., and in all amendments thereto, and the statements
relating to us, as appearing under the heading 'Legal Matters' in the
Prospectus.
HYMAN, PHELPS & McNAMARA, P.C.
By: /s/ HYMAN, PHELPS & McNAMARA, P.C.
...................................
Washington, D.C.
June 19, 1996
<PAGE>
