<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
REGISTRATION NO. 333- 22949
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
U.S. PLASTIC LUMBER CORP.
(Name of small business issuer as specified in its charter)
<TABLE>
<CAPTION>
NEVADA 3080 87-0404343
------ ---- ----------
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
U.S. PLASTIC LUMBER CORP.
2300 W. Glades Road, Suite 440 W
Boca Raton, FL 33431
(561) 394-3511
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
BRUCE C. ROSETTO, ESQUIRE
U.S. PLASTIC LUMBER CORP.
2300 W. Glades Road
Suite 440 W
Boca Raton, FL 33431
(561) 394-3511
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
Copies to:
JANE K. STORERO, ESQUIRE
BLANK ROME COMISKY & MCCAULEY LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
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 registration statement 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 registration statement 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. / /
<PAGE> 2
If delivery of the prospectus is expected to be made pursuant to Rule
434 please check the following box. / /
THE REGISTRANT HEREBY REQUESTS THAT THIS POST-EFFECTIVE AMENDMENT NO. 1
BECOME EFFECTIVE AS SOON AS PRACTICABLE PURSUANT TO SECTION 8(C) OF THE
SECURITIES ACT OF 1933.
On, March 7, 1997, U.S. Plastic Lumber Corp., a Nevada corporation (the
"Company"), filed Registration Statement No. 333-22949 on Form SB-2, which was
later amended on August 26, 1997, January 9, 1998, and February 11, 1998 (the
"Registration Statement") to register 950,000 shares of common stock, $.001 par
value per share, of the Company (the "Common Stock") to be issued in connection
with the exercise of the Company's outstanding Series A Common Stock Purchase
Warrants (the "Series A Warrants"). Each Series A Warrant represents the right
to purchase one share of Common Stock.
On February 13, 1998, the Registration Statement became effective.
Pursuant to the terms of the Series A Warrants, such warrants were
exercisable from the effective date of the Registration Statement until June 30,
1998. The Series A Warrants can be redeemed by the Company for $.01 per warrant
upon 30 days notice at any time after the effective date of the Registration
Statement if the closing bid price of the Company's Common Stock equals or
exceeds $4.00 per share for 20 consecutive trading days. If the Company elects
to redeem the Series A Warrants, holders of such warrants would have 30 days to
exercise such warrants after which any remaining warrant holders would be
required to accept the nominal redemption price.
On March 6, 1998, the Company notified holders of the Series A Warrants
of its intention to redeem the warrants as the Company's stock price exceeded
$4.00 for 20 consecutive trading days. Such redemption was to take place no
later than April 6, 1998, to the extent warrant holders did not exercise their
warrants prior to such time. As of April 30, 1998, Series A Warrants
representing 916,477 shares of Common Stock were exercised by the warrant
holders and shares of Common Stock issued to the warrant holders. As of such
date, Series A Warrants to purchase 33,523 shares of Common Stock remain
unexercised.
Accordingly, the Company hereby deregisters a total of 33,523 shares of
Common Stock.
<PAGE> 3
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE IT MEETS ALL OF
THE REQUIREMENTS OF FILING ON FORM SB-2 AND AUTHORIZES THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, IN THE CITY OF BOCA RATON IN THE STATE OF FLORIDA, ON
May 19, 1998.
U.S. PLASTIC LUMBER CORP.
By: /s/ Mark S. Alsentzer
--------------------------------------
MARK S. ALSENTZER, CHAIRMAN, PRESIDENT
CHIEF EXECUTIVE OFFICER, AND DIRECTOR
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT WAS SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE DATE
- --------- ------------- ----
<S> <C> <C>
/S/ Mark S. Alsentzer CHAIRMAN, PRESIDENT,
- -------------------------------- CHIEF EXECUTIVE OFFICER,
Mark S. Alsentzer PRESIDENT AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Michael D. Schmidt TREASURER AND
- -------------------------------- CHIEF FINANCIAL OFFICER
Michael D. Schmidt (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
/s/ Lester E. Moody DIRECTOR
- --------------------------------
Lester E. Moody
/s/ James J. Blosser DIRECTOR
- --------------------------------
James J. Blosser
/s/ Roger Zitrin DIRECTOR
- --------------------------------
Roger Zitrin
/s/ August C. Schultes, III DIRECTOR
- --------------------------------
August C. Schultes, III
/s/ Gary J. Ziegler DIRECTOR
- --------------------------------
Gary J. Zeigler
</TABLE>
