As Filed With the Securities and Exchange Commission on November 8, 2000
Registration No. 333-37478
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BARPOINT.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 7375 11-2780723
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(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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One East Broward Boulevard, Fort Lauderdale, Florida 33301
(954) 745-7500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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John Macatee
President And Chief Executive Officer
One East Broward Boulevard, Fort Lauderdale, Florida 33301
(954) 745-7500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies of Communications to:
Gary Epstein, Esq.
Michele L. Keusch, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue, Miami, Florida 33131
(305) 579-0500
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
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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 (the "Securities Act"), 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 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,
please check the following box. [ ]
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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 Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
BarPoint.com, Inc.
5,288,094 Shares
Common Stock
The selling stockholders are offering 5,288,094 shares of common stock of
BarPoint.com, Inc. We will not receive any proceeds from the sale of stock by
the selling stockholders under this prospectus. The selling stockholders
acquired the shares of common stock being sold under this prospectus from us in
private placement transactions. In addition, 360,000 of the shares being
registered are issuable upon exercise of outstanding options or warrants issued
in connection with private placement transactions.
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"BPNT." On November 5, 2000 the closing price of our common stock as reported
by the Nasdaq SmallCap Market was $2.72 per share.
The selling stockholders may offer shares through public or private
transactions, on or off the Nasdaq SmallCap Market, at prevailing market prices
or at privately negotiated prices. The selling stockholders may make sales
directly to purchasers or through agents, dealers or underwriters.
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Investing in our common stock involves risks. See "Risk Factors" beginning
on page 5.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is , 2000
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell,
and seeking offers to buy, shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock. In this
prospectus, references to "BarPoint," "we," "our" and "us" refer to
BarPoint.com, Inc. and our subsidiaries, unless the context requires otherwise.
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TABLE OF CONTENTS
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Prospectus Summary ................................... 3
Risk Factors ......................................... 5
Note Regarding Forward-Looking Statements ............ 10
Use of Proceeds ...................................... 10
Selling Stockholders ................................. 11
Plan of Distribution ................................. 14
Legal Matters ........................................ 15
Experts .............................................. 15
Where You Can Obtain Additional Information .......... 15
Index to Financial Statements ........................ F-1
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We own or have rights to the product names, tradenames and trademarks that
we use in conjunction with the sale of our products. This prospectus also
contains product names, tradenames and trademarks of other companies.
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this
prospectus. You should read this entire prospectus carefully.
Our Business
We have developed and recently launched a product information service
utilizing proprietary reverse search technology that enables consumers to
access our Internet database and search for product-specific information using
unique product identifiers including universal product codes, known as UPCs or
barcode numbers. UPC barcode numbers are an international standard identifier
for retail products. We are continuing to compile an extensive product
database, consisting of millions of retail products with UPC barcode numbers.
Our service can be accessed from a desktop computer or a wide variety of
Internet-enabled handheld mobile devices, including personal digital assistants
known as PDAs, interactive pagers and cellular phones. By typing or scanning
the barcode number that manufacturers assign to their products, consumers can
easily access a variety of product specific information gathered by us,
including:
o manufacturer contact information;
o product reviews, specifications and other related information;
o comparative pricing from a variety of sources; and
o links to purchase the item from a variety of vendors.
On December 6, 1999, we launched our preview website without material
advertising and promotion, www.barpoint.com, where consumers can access our
database to search for information in the following select categories: audio
books, books, computers, DVD, music, software and video. In addition, visitors
to our preview website can download free software for the Palm VII PDA
manufactured by Palm Computing, which enables them to access our database from
the Palm VII on a wireless basis. We launched the first phase of version 2.0 of
our website and service in October 2000 with continuing enhancements to be
rolled out over the next few months. We also plan to release versions of our
technology for additional wireless mobile devices, including other Palm OS and
Microsoft Pocket PC handheld computers, interactive pagers from Research in
Motion and Motorola, and Internet and digital enabled cellular phones. Our
technology will allow the consumer or business to comparison shop with a
handheld wireless device and to purchase products through our e-commerce and
retail partners. We believe we have the potential to revolutionize the way
consumers and businesses make buying decisions by providing easy and efficient
access to the product-specific information required to make those buying
decisions. As of June 30, 2000, we had e-commerce agreements with 375
e-commerce vendors including Amazon.com, eToys and Tower Records.
We incurred a loss from operations of $9.3 million from our inception
through June 30, 2000. Prior to our acquisition of Synergy Solutions in
November 1999 and prior to the launch of our preview website on December 6,
1999, we had no revenues. We expect to continue to incur operating losses in
the foreseeable future due to the costs associated with advertising, research
and development, selling, general and administration expenses involved in
launching and marketing our service. We are just beginning to generate
operating revenues and we are unable to assure our shareholders that we will
achieve operating profitability, or sustain it if attained in the future.
Substantially all of our revenues were derived from the sale of software for
Palm Computing devices by our wholly owned subsidiary, Synergy Solutions.
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Our Strategy
Our objective is to establish ourselves as the leading product information
and shopping service for mobile and on-line commerce as well as a developer of
software applications dedicated to helping businesses and consumers save time
and money. To achieve this goal we intend to:
o integrate our technology into new and existing avenues of Internet
access;
o pursue strategic relationships with retailers, manufacturers and
technology partners;
o develop compelling software applications for our partners and users;
o establish a brand identity; and
o capitalize on multiple avenues of generating revenues.
Our Strategic Relationships
We have established a number of strategic relationships to further our
business objectives, including:
o a strategic relationship with Verizon Wireless to integrate our BarPoint
Shopper technology into Verizon's mobile web access services;
o a strategic partnership with AT&T Wireless Services to include our
BarPoint Shopper technology as one of their mobile channels;
o an agreement with Symbol Technologies, Inc., in which Symbol granted us a
royalty free license to use Symbol's scanner patents, agreed to supply us
with Symbol SPT 1500 devices at set prices, and paid us $1,000,000 in cash
for which Symbol received 1,315,789 shares of our common stock, valued at
$2,500,000, which currently is approximately 7.7% of our outstanding
common stock;
o a strategic relationship with Palm, Inc. for Palm to distribute our
BarPoint Shopper technology application with future handheld computers;
o an agreement with Motorola to make our service available through their
Internet capable phones;
o an agreement with JP Systems, Inc. to integrate our BarPoint Shopper
technology into JP Systems' "Info Beam" content package for wireless
devices; and
o an agreement with Omnisky to offer the BarPoint service to their
wireless Palm V customers.
Our History
We were originally incorporated in Delaware on December 19, 1995 under the
name The Harmat Organization, Inc. In June 1999, we acquired all the shares of
BarPoint.com, Inc., a Florida corporation, known as BarPoint-Florida, and
changed our name to BarPoint.com, Inc. Because this transaction is accounted
for as a reverse acquisition, information for periods prior to the date of
acquisition reflects only BarPoint-Florida's operations. Our principal
executive offices are located at One East Broward Boulevard, Suite 410, Fort
Lauderdale, Florida 33301. Our telephone number is (954) 745-7500 and our
website is www.barpoint.com.
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RISK FACTORS
Before you invest in our common stock, you should be aware of various
risks described below. You should carefully consider these risk factors,
together with all of the other information included in this prospectus, before
you decide whether to purchase shares of our common stock. Additional risks not
presently known to us or that we currently do not believe will be material may
also impair our business operations.
Our operating history is limited.
While our company was founded in 1995, we only began our current
operations with the acquisition of BarPoint-Florida in June 1999. When we
acquired BarPoint-Florida it had been in existence since October 1998.
Therefore our results of operations from prior periods are not indicative of
our future results. We face substantial difficulties as an early stage company
in a new and rapidly evolving industry, and do not have historical financial
results which are relevant to evaluate our business and our prospects.
We have a history of operating losses and expect to continue to post losses.
We incurred a net loss from operations of $9.3 million from our inception
through June 30, 2000. Prior to our acquisition of Synergy Solutions in
November 1999 and prior to the launch of our preview website on December 6,
1999, we had no revenues. We expect to continue to incur operating losses in
the foreseeable future due to the costs associated with advertising, research
and development, selling, general and administration expenses involved in
launching and marketing our service. We are just beginning to generate
operating revenues and we are unable to assure our stockholders that we will
achieve operating profitability, or sustain it if attained in the future.
Substantially all of our revenues were derived from the sale of software for
Palm Computing devices by our wholly owned subsidiary, Synergy Solutions.
Rapid technological changes in electronic commerce and internet access devices
may increase our costs and competition and may adversely affect our business.
The electronic and mobile commerce markets are relatively new. These
markets have undergone and are expected to continue to undergo significant and
rapid technological changes. Market penetration and customer acceptance of our
business will depend upon our ability to develop successful marketing
strategies as well as our ability to adapt to rapid technological changes in
the industry and integrate our technology into emerging wireless access devices
and other Internet appliances. If our technology is not accessible from
widely-used wireless access devices and other Internet appliances, our business
and prospects will be adversely affected. We also expect that new competitors
may introduce systems or services that are directly or indirectly competitive
with ours. These competitors may succeed in developing systems and services
that have greater functionality or are less costly than our systems and
services, and may be more successful in marketing such systems and services.
Technological changes have lowered the cost of operating communications
and computer systems and purchasing software. These changes reduce our cost of
providing services but also facilitate increased competition by reducing
competitors' costs in providing similar services. This competition could
increase price competition and reduce anticipated profit margins.
We recently launched our website and may not achieve market acceptance.
We launched our preview website in December 1999 and we have recently
launched our application for the Palm VII personal digital assistant. Our
success depends on a sufficient number of end users and business affiliates
utilizing our specific technology to enable us to achieve profitable
operations. We cannot predict
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whether the technology, licenses and business plan we have developed will
appeal as a package to Internet users. Wide market acceptance will be necessary
to generate profits and enable us to continue in the marketplace.
We are dependent on the Internet and our host provider to conduct business.
We are dependent on the Internet and third party Internet providers to
conduct our business. If the Internet were to experience technical difficulties
that limit our ability to provide information through our website, limit our
customers' access to our website or impair our ability to effectively process
information through the Internet, our business would be adversely affected. We
have an agreement with a third party to host our website from their facility in
California. We do not have a redundant host center. If our host center in
California experiences technical difficulties, our website may be unavailable
and our business, reputation, financial condition and results of operation may
suffer.
Our current officers and directors can act together to control the actions of
our company.
As of September 30, 2000, our executive officers and directors own a total
of 2,397,297 shares, representing approximately 7.1% of our outstanding common
stock. In addition, Leigh Rothschild, our Chairman of the Board, holds three
shares of Series A Preferred Stock that vote with the common stock and have a
total of 671,766 votes. Jay Howard Linn, one of our directors, is the trustee
of Irrevocable Trust No. III, the beneficiaries of which are Mr. Rothschild and
his family members and which owns 4,593,239 shares of our common stock. Mr.
Linn is also the trustee of the Rothschild Children Present Interest Trust, the
beneficiaries of which are members of Mr. Rothschild's family, which owns
156,736 shares of our common stock. Mr. Linn disclaims all beneficial ownership
of these shares. Including the shares held by the trusts, our executive
officers and directors control 46.2% of the vote. As a result, our officers and
directors are able to control the election of directors and the outcome of
other matters that come before the stockholders. They may defeat a proposed
merger or acquisition which some of our stockholders may consider to be in
their best interest. Management's stock ownership and voting control may also
discourage potential acquirers from making a tender offer or other proposal to
obtain control of our company, even at a premium to the then prevailing stock
price.
We are uncertain as to the issuance of patents for our technology.
We have filed six patent applications and may file additional
applications. Because of the growth of the Internet and Internet related
businesses, a significant number of patent applications are being filed in our
areas of interest. We cannot assure you that a patent will be issued protecting
the BarPoint technology. If we do not receive patent protection for our
technology, other companies may be able to use our technology to compete with
us. Even if a patent is issued, we cannot assure you that it will be upheld
against challenges or that other patents do not already exist upon which our
product infringes. Any challenges to the validity of our current and future
patents and patent applications may result in requests or mandates to modify
our systems accordingly or even discontinue our operations. In addition, we are
aware of third parties who hold patents relating to the use of barcodes and/or
scanning equipment. While we do not believe our intellectual property infringes
on the intellectual property of these third parties, we cannot assure you that
they will not assert claims of infringement against us. Any claims asserted
against us may potentially lead to costly and time-consuming litigation.
We may need to incur litigation expenses in order to defend our intellectual
property rights and might nevertheless be unable to adequately protect these
rights.
We believe that our future success will depend on our ability to protect
our trademarks and internally developed technologies, including our Internet
systems, which we seek to protect through a combination of patent, trademark,
copyright and trade secret laws. Protection of our trademarks is crucial as we
attempt to
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build our brand name and reputation. Despite actions we take to protect our
intellectual property rights, it may be possible for third parties to copy or
otherwise obtain and use our intellectual property without authorization or to
develop similar technology independently. We may need to engage in costly
litigation to enforce our intellectual property rights, to protect our trade
secrets or to determine the validity and scope of the intellectual property
rights of others. We cannot assure you that our efforts to prevent
misappropriation or infringement of our intellectual property will be
successful. An adverse determination in any litigation of this type could
require us to make significant changes to the structure and operation of our
online services and features or to license alternative technology from another
party. Implementation of any of these alternatives could be costly and
time-consuming and may not be successful. Any intellectual property litigation
would be likely to result in substantial costs and diversion of resources and
management attention. In addition, legal standards relating to the validity,
enforceability and scope of protection of intellectual property rights in
Internet-related businesses are uncertain and still evolving.
We may be unable to compete successfully in the highly competitive Internet
consumer business.
The Internet consumer market is a new and rapidly emerging area. We face
competition from a number of established competitors who offer consumer goods
and items on the Internet, including Yahoo, Lycos and Excite, which provide
search engines to potential consumers. In addition to these search engines
comparative price shopping websites also compete with us, including
mysimon.com, dealtime.com, checkout.com, iChoose.com and upcsmart.com. These
websites offer comparative price shopping services similar to ours and are
expected to be among our main competitors. Many of our competitors have greater
financial, technical, marketing and other resources. We expect competition to
intensify in the future. As the Internet continues to displace the traditional
ways of shopping and consumer spending, we believe that the companies involved
in providing online consumer information and comparative price shopping, will
increase their efforts to develop services and marketing programs that compete
with our approach. We are unable to anticipate which other companies are likely
to offer competitive services and marketing approaches in the future.
We are dependent on the proliferation of Internet access products manufactured
and marketed by third parties.
One aspect of our strategy depends on integrating our technology and
software into mobile Internet access devices such as PDAs, interactive pagers
and cellular phones including the Palm VII and Internet capable phones. If the
devices that contain our software or for which our software is available, do
not achieve market acceptance, we will not generate sufficient traffic and
revenues to offset the costs associated with this strategy. Even if these
devices achieve market acceptance, technical difficulties that limit access to
our database could adversely affect our business. Failure of consumers to be
able to attain easy access to our technology through the widespread
distribution of these products would have a negative impact on our business and
our ability to grow.
In addition, our success depends upon our ability to enter into additional
agreements with third parties to make our technology available through new
computer devices and renew our current and future agreements on favorable terms
after their expiration. If these agreements terminate, or if our third party
partners experience technical difficulties causing us to lose access to these
devices, our business would be materially and adversely affected.
We have a need for highly qualified personnel.
The success of our business will depend upon our ability to attract and
retain personnel with a wide range of technical capabilities including,
programming and integrating our database with new and emerging technologies.
Competition for such personnel is intense, and is expected to increase in the
future. If we are unable to attract and retain qualified personnel, our
business and results of operations will be adversely affected.
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We may be vulnerable to attempts by unauthorized computer users to penetrate our
network security.
Someone may be able to misappropriate proprietary information and cause
interruptions in our services. We may need to expend significant capital and
resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. In addition to security breaches,
inadvertent transmission of computer viruses could expose us to risk of loss or
litigation and possible liability.
An economic downturn may materially adversely affect our ability to generate
revenues.
Our system is dependent upon our customers' shopping habits, consumer
spending capability and their ability to access the Internet. In the event of
an economic downturn or change in consumer patterns, our business could be
adversely affected. For example, if the economy declines, the public's ability
and desire to shop or spend money may significantly decrease. A shift in the
economic environment may cause the public to limit their consumer spending. In
addition, a customer's ability to purchase a computer or mobile access device
and access the Internet and our service may equally be affected in an economic
downturn.
An active market for our common stock may not be sustained.
Our shares have been trading on the Nasdaq SmallCap Market since June 27,
2000 and prior to that time traded on the OTC Bulletin Board since our initial
public offering in September 1996. Since our acquisition of BarPoint-Florida
and our commencement of our current Internet business on June 3, 1999, we have
been trading at a significantly increased volume and at higher prices than
previously. We cannot assure you that an active market for our securities will
be sustained in the future.
The market price for our common stock may be significantly affected by
such factors as our financial results, changes in technology, changes in the
Internet, new competition, consumer demands, a shift in products that carry our
technology or any change in consumer spending habits.
Additionally, in recent years, the stock market has experienced a high
level of price and volume volatility, and market prices for many companies,
particularly small and emerging growth companies as well as Internet/high tech
companies, the stocks of which trade on the Nasdaq SmallCap Market, have
experienced wide price fluctuations not necessarily related to the operating
performance of such companies. The market price for our common stock may be
affected by general stock market volatility.
We may be subject to increased government regulations in the future.
We are subject to the risks associated with changes in United States
regulatory requirements. If more stringent regulatory requirements and/or
safety and quality standards are issued in the future, they may have an adverse
effect on our business. In addition, use of our website could be adversely
affected if our Internet system provider or the Internet system providers of
our customers, adopts stricter safety standards or becomes more heavily
regulated by the Federal Communications Commission.
Our success depends on the success of third party retailers, suppliers and
distributors.
We expect to derive a significant portion of our future revenues from
commissions on sales by other companies. While the customer accesses
information regarding the product from our website, the products are sold by
third party retailers and suppliers and distributed by third party
distributors. Our success depends on the success of these third parties. The
retailers, suppliers and distributors we rely on are subject to a number of
risks, including credit, inventory and business concentration risks. Failure of
these distributors, retailers and suppliers to satisfy our customers' needs
could harm our reputation, decrease traffic to our site and adversely affect
our results of operations.
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The sale of our investment securities may affect our liquidity and capital
resources.
As of June 30, 2000, we had $3.3 million in marketable securities. These
securities primarily consist of 278,836 common shares of Socket Communications,
Inc. and may be traded at any time. In the event these marketable securities
substantially decline in value, our liquidity and capital resources could be
materially and adversely affected.
Our authorized and unissued preferred stock may have anti-takeover effects.
Our certificate of incorporation authorizes the issuance of up to
5,000,000 shares of preferred stock, $.001 par value per share. Only three
shares of preferred stock have been designated and issued. Our board of
directors is authorized to issue shares of preferred stock from time to time
with the relative conversion rights, voting rights, terms of redemption and
liquidation preferences the directors designate. If shares of preferred stock
with voting rights are issued, such issuance could affect the voting rights of
the holders of our common stock by increasing the number of outstanding shares
having voting rights, and by the creation of class or series voting rights. If
our board of directors authorizes the issuance of shares of preferred stock
with conversion rights, the number of shares of our common stock outstanding
could potentially be increased by up to the authorized amount. Issuance of
shares of preferred stock could, under certain circumstances, have the effect
of delaying or preventing a change in control of our company and may adversely
affect the rights of holders of our common stock. Also, the preferred stock
could have preferences over the common stock (and other series of preferred
stock) with respect to dividends and liquidation rights. In addition, the terms
of any series of preferred stock, could adversely affect the rights of holders
of the common stock. The issuance of preferred stock could make the possible
takeover of our company or the removal of our management more difficult,
discourage hostile bids for control of our company in which stockholders may
receive premiums for their shares of common stock or otherwise dilute the
rights of holders of common stock and the market price of the common stock.
Sales of substantial amounts of shares eligible for future sale may adversely
affect our stock price.
As of September 30, 2000, we had issued and outstanding 17,007,237 shares
of our common stock and approximately 5,526,345 shares of common stock are
issuable upon exercise of outstanding options and warrants. The shares covered
by this prospectus are freely tradeable. The possibility that substantial
amounts of our common stock may be issued and/or freely resold in the public
market may adversely affect prevailing market prices for our common stock and
could impair our ability to raise capital through the sale of our equity
securities. We believe approximately 8,171,373 shares of our common stock,
excluding the shares covered by this prospectus prior to the sale of those
shares under this prospectus, are "restricted securities", as that term is
defined under Rule 144 promulgated under the Securities Act, and may be resold
in compliance with Rule 144.
In general, under Rule 144, a person (or persons whose shares are
aggregated) including an affiliate, who has beneficially owned such shares for
one year, may sell in the open market within any three-month period a number of
shares that does not exceed the greater of (i) 1% of the then outstanding
shares of our common stock or (ii) the average weekly trading volume in our
common stock on the Nasdaq SmallCap Market during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain
limitations on the manner of sale, notice requirements and availability of
current public information about us. A person (or persons whose shares are
aggregated) who is deemed not to have been an "affiliate" of ours at any time
during the 90 days preceding a sale by that person and who has beneficially
owned his shares for at least two years, will be able to sell his shares in the
public market under Rule 144(k) without regard to the volume limitations,
manner of sale provisions, notice requirements or availability of current
information referred to above. Restricted shares properly sold in reliance upon
Rule 144 are thereafter freely tradable without restrictions or registration
under the Securities Act, unless thereafter held by an "affiliate" of ours.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements, trend analyses and other information contained in this
prospectus regarding markets for our products and trends in net revenues, gross
margin and anticipated expense levels, and any statement that contains the
words "anticipate," "believe," "plan," "estimate," "expect," "should," "intend"
and other similar expressions, constitute forward-looking statements. These
forward-looking statements are subject to business and economic risks,
including those risks identified in "Risk Factors" and elsewhere in this
prospectus and our actual results of operations may differ significantly from
those contained in the forward-looking statements because of those risks. The
cautionary statements made in this prospectus apply to all forward-looking
statements wherever they appear in this prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common
stock by the selling stockholders under this prospectus. We estimate that our
expenses in connection with this offering will be approximately $100,000.
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SELLING STOCKHOLDERS
The following table provides information regarding the beneficial
ownership of shares of common stock by the selling stockholders as of the date
of this prospectus and as adjusted to reflect the sale of all of their shares.
Each of the selling stockholders received their shares in a private placement
transaction with BarPoint. Seymour Siegel and David Wachter are directors of
BarPoint and Mr. Wachter is a managing director of Jefferies & Company, Inc.
In connection with those agreements, we have agreed to file and maintain
the effectiveness of the registration statement of which this prospectus forms
a part and to pay all fees and expenses incident to the registration of this
offering, including all registration and filing fees, all fees and expenses of
complying with state blue sky or securities laws, all costs of preparation of
the registration statement and fees and disbursements of our counsel and
independent accountants.
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Shares
Beneficially
Shares Beneficially Owned Shares Owned
Prior to the Offering Offered After the Offering
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Number of
Shares Underlying
Number Options or
Name of Beneficial Owner of Shares Warrants Percent Number Percent
------------------------------------------ ----------- ------------------ --------- -------- --------
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Hartford Capital Appreciation Fund ....... 918,100 5.4% 918,100 0 *
Kevin Kimberlin Partners, LP ............. 675,000 4.0% 675,000 0 *
Jeffrey Braun ............................ 526,315 3.1% 526,315 0 *
Galleon Technology Offshore, Ltd ......... 516,666 3.0% 516,666 0 *
Galleon Technology Partners II, L.P. ..... 254,167 1.5% 254,167 0 *
Stephanie Holdings ....................... 202,500 1.2% 202,500 0 *
Brent Holdings ........................... 25,000 * 25,000 0 *
Jefferies & Company, Inc. ................ 4,167 147,000 13.0% 151,167 0 *
Harry and Hyman Muller ................... 133,700 * 133,700 0 *
MTF Inc .................................. 131,579 * 131,579 0 *
Accolade Holdings Ltd. ................... 131,578 * 131,578 0 *
Alan Pinstein ............................ 64,415 23,079 * 87,494 0 *
Michael B. Targoff ....................... 71,500 * 71,500 0 *
Seymour G. Siegel ........................ 39,817 50,000 * 10,000 79,817 *
Galleon Technology Partners I, L.P. ...... 62,500 * 62,500 0 *
G. Tyler Runnels ......................... 52,632 * 52,632 0 *
David Rosenberg .......................... 50,000 * 50,000 0 *
Steven M. Oliveira ....................... 50,000 * 50,000 0 *
Gross Foundation, Inc. ................... 50,000 * 50,000 0 *
Rose Pscherofer .......................... 50,000 * 50,000 0 *
Gemilas Chesed Ach Tov ................... 50,000 * 50,000 0 *
Stewart A. Levine ........................ 50,000 * 50,000 0 *
Steven M. Payne .......................... 47,619 * 47,619 0 *
David S. Eiten ........................... 37,711 * 30,394 7,317 *
NZFunds Global Small Companies Trust...... 36,800 * 36,800 0 *
YMSF Family Partnership LP ............... 36,000 * 36,000 0 *
Scott Prizer ............................. 35,080 * 35,080 0 *
Murray Sternfeld ......................... 35,000 * 35,000 0 *
Lee M. Rough ............................. 32,500 * 32,500 0 *
Robert Denton ............................ 32,500 * 32,500 0 *
Jeffrey Morrison ......................... 32,500 * 32,500 0 *
Daniel Hewins ............................ 32,207 11,540 * 43,747 0 *
Eugene Dworkis ........................... 13,000 8,333 * 21,333 0 *
Blake William Johnson .................... 21,472 8,181 * 29,653 0 *
Boaz Harel ............................... 27,000 * 27,000 0 *
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Shares Beneficially Owned Shares Owned
Prior to the Offering Offered After the Offering
---------------------------------------- --------- ------------------
Number of
Shares Underlying
Number Options or
Name of Beneficial Owner of Shares Warrants Percent Number Percent
---------------------------------------- ----------- ------------------ --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
David Wachter .......................... 4,167 62,000 * 26,167 40,000 *
Hazelbrook Partners, L.P. .............. 25,100 * 25,100 0 *
Raymond J.H. McKinstry ................. 25,000 * 25,000 0 *
Robb Peck McCooey Clearing
Corporation .......................... 25,000 * 25,000 0 *
Mark Carmen ............................ 2,083 20,000 * 22,083 0 *
Joshua Teitelbaum ...................... 22,000 * 22,000 0 *
JB Were Global Small Companies Fund..... 20,000 * 20,000 0 *
Congregation Sharei Chesed ............. 15,500 * 15,500 0 *
Ebrahim Emrani and Manijeh Emrani Jt
Ten .................................. 20,000 * 20,000 0 *
Steven Freifeld ........................ 10,000 8,333 * 18,333 0 *
HT Partners ............................ 18,000 * 18,000 0 *
William P. Dioguardi ................... 35,526 * 35,526 0 *
David Dworkis .......................... 0 8,334 * 8,334 0 *
Cohanzick Partners, L.P. ............... 15,000 * 15,000 0 *
Magsi Partners ......................... 15,000 * 15,000 0 *
Chris Kanoff ........................... 0 12,500 * 12,500 0 *
Michael A. Nader ....................... 12,000 * 12,000 0 *
Howard Commander ....................... 12,000 * 12,000 0 *
Michael Rosenblum ...................... 12,000 * 12,000 0 *
Ken Johnson ............................ 0 11,271 * 11,271 0 *
Alan K. Jones .......................... 1,238 10,000 * 11,238 0 *
Shuvu Bonim ............................ 11,050 * 11,050 0 *
Alfred Schonberger ..................... 11,000 * 11,000 0 *
S.O.E. Trust ........................... 11,000 * 11,000 0 *
Frank K. Kriz Jr. ...................... 10,476 * 10,476 0 *
Norman McKinstry ....................... 10,000 * 10,000 0 *
Abraham L. Slomovics ................... 10,000 * 10,000 0 *
Abe New ................................ 10,000 * 10,000 0 *
BBEG, LLP .............................. 10,000 * 10,000 0 *
Madeline Broitman ...................... 10,000 * 10,000 0 *
Michael Spitzer ........................ 10,000 * 10,000 0 *
Dr. Gerald Cochran ..................... 10,000 * 10,000 0 *
JP Systems, Inc. ....................... 10,000 * 10,000 0 *
David O'Brian .......................... 0 9,468 * 9,468 0 *
Steven Cooper .......................... 7,950 * 7,950 0 *
Radu Duta .............................. 618 7,200 * 7,818 0 *
Susan Lacerra .......................... 1,042 6,000 * 7,042 0 *
Tim Monfort ............................ 1,042 6,000 * 7,042 0 *
Ferdinand Landau ....................... 5,000 * 5,000 0 *
Norman Peltz ........................... 5,000 * 5,000 0 *
David Atkinson ......................... 0 5,000 * 5,000 0 *
Shulen Lipschutz ....................... 5,000 * 5,000 0 *
Andrew Oh .............................. 9,274 * 9,274 0 *
Ken Murphy ............................. 0 4,058 * 4,058 0 *
Edward Sugar ........................... 0 4,000 * 4,000 0 *
Philip R. Lozman ....................... 3,000 * 3,000 0 *
Martin L. Pinstein ..................... 2,967 * 2,967 0 *
Michele R. Pinstein .................... 2,967 * 2,967 0 *
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Shares Beneficially Owned Shares Owned
Prior to the Offering Offered After the Offering
---------------------------------------- --------- ------------------
Number of
Shares Underlying
Number Options or
Name of Beneficial Owner of Shares Warrants Percent Number Percent
--------------------------- ----------- ------------------ --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
George Rogers ............. 0 2,500 * 2,500 0 *
Phil Pinstein ............. 1,484 * 1,484 0 *
Gregory A. Haas ........... 1,484 * 1,484 0 *
Mark T. Satisky ........... 989 * 989 0 *
Bruce Garver .............. 0 203 * 203 0 *
Loren J. Donelson ......... 246 * 246 0 *
</TABLE>
--------
* Represents ownership of less than 1%.
13
<PAGE>
PLAN OF DISTRIBUTION
General
Transactions. The selling stockholders and their transferres may offer and
sell the common stock in one or more of the following transactions:
o on the Nasdaq SmallCap Market,
o in negotiated transactions or
o in a combination of any of these transactions.
Prices. The selling stockholders and their transferres may sell their
shares of common stock at any of the following prices:
o fixed prices which may be changed,
o market prices prevailing at the time of sale,
o prices related to prevailing market prices or
o negotiated prices.
Direct Sales; Agents, Dealers and Underwriters. The selling stockholders
and their transferres may effect transactions by selling the shares of common
stock in any of the following ways:
o directly to purchasers or
o to or through agents, dealers or underwriters designated from time to
time.
Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of shares for whom they act as agent or to
whom they sell as principals, or both. The selling stockholders and any agents,
dealers or underwriters that act in connection with the sale of shares might be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any discount or commission received by them and any profit
on the resale of shares as principal might be deemed to be underwriting
discounts or commissions under the Securities Act.
Supplements. To the extent required, we will set forth in a supplement to
this prospectus filed with the SEC the number of shares to be sold, the
purchase price and public offering price, the name or names of any agent,
dealer or underwriter, and any applicable commissions or discounts with respect
to a particular offering.
State Securities Law. Under the securities laws of some states, the
selling stockholders may only sell the shares in those states through
registered or licensed brokers or dealers. In addition, in some states the
selling stockholders may not sell the shares unless they have been registered
or qualified for sale in that state or an exemption from registration or
qualification is available and is satisfied.
Expenses; Indemnification. We will not receive any of the proceeds from
the sale of the common stock sold by the selling stockholders hereunder and
will bear all expenses related to the registration of this offering but will
not pay for any underwriting commissions, fees or discounts, if any. We will
indemnify the selling stockholders against some civil liabilities, including
some liabilities which may arise under the Securities Act.
14
<PAGE>
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon for BarPoint by Greenberg Traurig, P.A., Miami, Florida.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-KSB for the year ended September 30,
1999, have been so incorporated in reliance on the report of Marks Paneth &
Shron LLP (formerly Marks Shron & Company LLP), independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
the materials we file with the Commission at the Commission's public reference
room at 450 Fifth Street, N.W. Washington D.C. 20549 and at the Commission's
regional offices in Chicago, Illinois and New York, New York. Please call the
Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Commission also maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers that file with the Commission, including us. The site's
address is http://www.sec.gov. You can request copies of those documents, upon
payment of a duplicating fee, by writing to the Commission.
INCORPORATION BY REFERENCE
The Commission allows us to "incorporate by reference" in this prospectus
other information we file with them, which means that we can disclose important
information to you by referring you to those documents. This prospectus
incorporates important business and financial information about us that is not
included in or delivered with this prospectus. The information that we file
later with the SEC will automatically update and supersede the information
included in and incorporated by reference in this prospectus. We incorporate by
reference the documents listed below which have been filed with the Commission
and any future filings made with the Commission under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, until we sell all the
securities offered by this prospectus:
1. Our Annual Report on Form 10-KSB, as amended on Form 10-KSB/A, for the
year ended September 30, 1999;
2. Our Quarterly Reports on Form 10-QSB, for the quarterly periods ended
December 31, 1999, as amended on Form 10-QSB/A, March 31, 2000, as
amended on Form 10-QSB/A and June 30, 2000; and
3. Our Current Reports on Form 8-K filed April 12, 2000 and August 11,
2000, as amended on Form 8-K/A, filed August 17, 2000.
We have filed each of these documents with the Commission and they are
available from the Commission's Internet site and public reference rooms
described under "Where you can obtain additional available information" above.
You may also request a copy of these filings, at no cost, by writing or calling
us at the following address:
John C. Macatee
President and Chief Executive Officer
BarPoint.com, Inc.
One East Broward Boulevard
Fort Lauderdale, Florida 33301
Telephone requests may be directed to John C. Macatee at (954) 745-7500.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by BarPoint in connection with
the sale of common stock being registered. All amounts are estimates except the
SEC registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee ......... $ 11,959
Printing and engraving expenses ............................. 2,500
Accounting fees and expenses ................................ 25,000
Legal fees and expenses ..................................... 50,000
Transfer Agent's fees and expenses .......................... 2,000
Miscellaneous ............................................... 8,541
--------
TOTAL .................................................... $100,000
========
</TABLE>
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The Registrant's bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. The Registrant's certificate of
incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to BarPoint and its stockholders. This provision in the certificate
of incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to BarPoint for acts or omissions not in good faith
or involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Item 15. Recent Sales of Unregistered Securities
On April 5, 2000, BarPoint completed a private placement of 1,477,600
shares of common stock to eight of the selling stockholders for gross proceeds
of $17.7 million.
In November 1999, we issued 150,000 shares of our common stock in
connection with our acquisition of all of the outstanding shares of Synergy
Solutions, Inc.
On August 4, 1999 and August 5, 1999, the company concluded private
placements of an aggregate of 3,958,550 shares of common stock to Symbol
Technologies, Inc. and 59 accredited investors and received gross proceeds of
approximately $6,166,500 in cash and a subscription note.
In June, 1999, we issued 6,634,042 shares of common stock in connection
with our acquisition of BarPoint.com, Inc. The transaction was valued at $1.90
per share, but is subject to adjustment based on the value of certain assets
subsequent to the date of closing.
II-1
<PAGE>
The sale of the above securities was deemed to be exempt from registration
under the Securities Act in reliance upon Section 4(2) of the Securities Act or
Rule 701 promulgated under Section 3(b) of the Securities Act as transactions
by an issuer not involving any public offering or transactions pursuant to
compensation benefit plans and contracts relating to compensation as provided
under such Rule 701. The recipients of securities in each such transaction
represented their intentions to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were affixed to the share certificates issued in such
transactions. All recipients had adequate access, through their relationships
with the Registrant, to information about the Registrant.
Item 16. Exhibits and Financial Statement Schedules
A. Exhibits
<TABLE>
<CAPTION>
Exhibit Exhibits
--------- ------------------------------------------------------------------------------------------
<S> <C>
2.1 Stock Purchase Agreement dated May 20, 1999, incorporated herein by Reference to
Exhibit 1 to the Registrant's Report on Form 8-K on June 3, 1999.
2.2 Addendum to Stock Purchase Agreement dated June 1, 1999, incorporated by
Reference to Exhibit 2 to the Registrant's Report on Form 8-K on June 3, 1999.
3.1 Registrant's Articles of Incorporation as amended to date, incorporated herein by
Reference to Exhibit 3.1 to Registrant's Registration Statement on Form SB-2, File No.
333-3501.
3.2 Registrant's Certificate of Amendment to the Certificate of Incorporation of the
Registrant authorizing the Series A Preferred Stock, incorporated herein by Reference
to Exhibit 6 to the Registrant's Report on Form 8-K on June 3, 1999.
3.3 Registrant's Certificate of Amendment to the Certificate of Incorporation of the
Registrant changing the name of the corporation, incorporated herein by Reference to
Exhibit 1 to the Registrant's Report on Form 8-K on June 15, 1999.
3.4 Registrant's By-Laws, as amended to date, incorporated herein by Reference to Exhibit
3.2 to Registrant's Registration Statement on Form SB-2, File No. 333-3501.
4.1 Form of Common Stock Certificate, incorporated herein by Reference to Exhibit 4.1 to
Registrant's Registration Statement on Form SB-2, File No. 333-3501.
4.2 Registrant's 1996 Stock Option Plan, incorporated herein by Reference and as
amended June 19, 1997 (Exhibit 4.5 to Registrant's Registration Statement on Form
SB-2, File No. 333-3501).
5.1* Opinion of Greenberg Traurig, P.A.
10.1 Employment Agreement between the Registrant and Leigh M. Rothschild, incorporated
herein by Reference to Exhibit 10.2 to the Registrant's Report on Form 10-QSB for
the quarter ended March 31, 2000.
10.2 Employment Agreement between the Registrant and John C. Macatee, incorporated
herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-QSB for the
quarter ended March 31, 2000.
10.3 Employment Agreement between the Registrant and Jeffrey W. Sass, incorporated
herein by Reference to Exhibit 10.3 to the Registrant's Report on Form 10-QSB for
the quarter ended March 31, 2000.
10.4 Agreement for Merger and Reorganization among Registrant, Newco, Synergy
Solutions, Inc. and the stockholders of Synergy Solutions, Inc., incorporated herein by
Reference to Exhibit 1 to the Registrant's Report on Form 8-K on November 15, 1999.
23.1* Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
23.2 Consent of Marks Paneth & Shron LLP
24.1* Power of Attorney
27.1 Financial Data Schedules (SEC use only)
</TABLE>
--------
* previously filed
II-2
<PAGE>
Item 17. Undertakings
The Registrant hereby undertakes to provide to the underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of the Registrant or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Fort Lauderdale, state of Florida, on this 7th day
of November, 2000.
BARPOINT.COM, INC.
By: /S/ JOHN C. MACATEE
----------------------------------
John C. Macatee
President and Chief Executive
Officer
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, 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>
** Chairman of the Board November 7, 2000
---------------------------------
Leigh M. Rothschild
/S/ JOHN C. MACATEE President, Chief Executive Officer November 7, 2000
--------------------------------- and Director (Principal Executive
John C. Macatee Officer)
** Chief Operating Officer, Executive November 7, 2000
--------------------------------- Vice President and Director
Jeffrey W. Sass
** Chief Financial Officer November 7, 2000
--------------------------------- (Principal Financial Officer)
Michael A. Karmelin
** Director November 7, 2000
---------------------------------
Seymour G. Siegel
** Assistant Secretary and Director November 7, 2000
---------------------------------
David W. Sass
** Director November 7, 2000
---------------------------------
Jay Howard Linn
** Director November 7, 2000
---------------------------------
Kenneth Jaeggi
** Director November 7, 2000
---------------------------------
David Wachter
** Director November 7, 2000
---------------------------------
Gerald C. McDonough
** Director November 7, 2000
---------------------------------
Marguerite W. Sallee
**By: JOHN C. MACATEE
----------------------------
Attorney in Fact
</TABLE>
II-5
