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As filed with the Securities and Exchange Commission on June 30, 1997.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Form S-3/A
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MULTICOM PUBLISHING, INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-1551337
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 OLIVE WAY, 12TH FLOOR
SEATTLE, WASHINGTON 98101
(206) 622-5300
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
TAMARA L. ATTARD
CHIEF EXECUTIVE OFFICER
MULTICOM PUBLISHING, INC.
188 EMBARCADERO, 5TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
(415)777-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable 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 on 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. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- -------------------------------------------- - ---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value).......... 1,275,091 $1.00 $1,275,091 $386.39
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee and based
on the average of the high and low prices of the Common Stock of Multicom
Publishing, Inc. as reported on the Nasdaq SmallCap Market on June 27, 1997.
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 SUCH SECTION 8(A), MAY DETERMINE.
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EXHIBIT 5.1
July 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MULTICOM PUBLISHING, INC. REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
As legal counsel for Multicom Publishing, Inc., a Washington corporation
(the "Company"), we are rendering this opinion in connection with the
preparation and filing of a registration statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 1,275,091 shares of Common Stock, par value $.01 per
share, of the Company (the "Common Stock"), of which 128,597 shares (the "Issued
Shares") were issued by the Company pursuant to purchase agreements dated as of
February 7, 1997 and March 31, 1997, between the Company and the purchasers of
the Issued Shares, 320,000 shares (the "Warrant Shares") are issuable upon the
exercise of warrants (the "Warrants") for the purchase of such shares and
800,000 shares (the "Conversion Shares") are issuable or potentially issuable
upon conversion in accordance with the terms of the Company's Amended and
Restated Articles of Incorporation, as amended by the Articles of Amendment
thereof (the "Articles of Incorporation"), of 400 shares of the Series B
Convertible Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Stock") issued pursuant to the purchase agreements between the
Company and the purchasers of the preferred stock dated March 31, 1997.
We have examined such instruments, documents and records as we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 1,275,091 shares
of Common Stock of the Company being registered pursuant to the Registration
Statement and to be sold by the selling shareholders are duly authorized shares
of Common Stock and, with respect to the Issued Shares, are validly issued,
fully paid, and nonassessable and with respect to the Warrant Shares and
Conversion Shares, if and when issued upon exercise of the Warrants, payment of
the purchase price for the Warrant Shares and cancellation of the Warrants and
conversion of the Conversion Shares in accordance with the Articles of
Incorporation and cancellation of the Preferred Stock, respectively, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
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This opinion is to be used only in connection with the issuance of the
Common Stock while the Registration Statement is in effect.
Respectfully submitted,
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
