<PAGE> 1
As filed with the Securities and Exchange Commission on December 31, 1998
Registration No. 333-49675
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
VISUAL EDGE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3778895
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
2424 NORTH FEDERAL HIGHWAY, SUITE 100
BOCA RATON, FLORIDA 33431
(561) 750-7559
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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EARL T. TAKEFMAN
CHIEF EXECUTIVE OFFICER
VISUAL EDGE SYSTEMS INC.
2424 NORTH FEDERAL HIGHWAY, SUITE 100
BOCA RATON, FLORIDA 33431
(561) 750-7559
(Name, address, including zip code, and telephone
number, including area code, of agent for service of process)
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COPIES TO:
DAVID W. POLLAK, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
TEL: (212) 309-6000
FAX: (212) 309-6273
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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, as amended (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. |X| Registration No.
333-49675
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. [ ]
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum
offering price Proposed maximum Amount of
Title of each class of securities Amount to be per aggregate offering registration
to be registered registered security(1) price(1) fee
- ------------------------------------------------ ------------------- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share.......... 3,353,932 $0.625 $5,366,291 $1,491.83
- ------------------------------------------------ ------------------- -----------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee,
based upon the average of the bid and asked prices of the Company's
Common Stock as quoted on the Nasdaq SmallCap Market on December 28,
1998, pursuant to Rule 457(c).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Act. The information in the Company's Registration Statement on Form S-3
(Registration No. 333-49675) filed pursuant to the Act is incorporated herein by
reference.
<PAGE> 3
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Boca Raton, State of Florida, on December 31,
1998.
Visual Edge Systems Inc.
By: /s/ Earl T. Takefman
---------------------------------
Earl T. Takefman
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Earl T. Takefman and Richard Parker, and each of
them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including additional amendments to this Registration Statement) and to file the
same with all exhibits thereto, and the 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 such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
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 CAPACITY IN WHICH SIGNED DATE
- --------- ------------------------ ----
<S> <C> <C>
/s/ Earl T. Takefman
- ---------------------------------- Director, Chief Executive Officer December 31, 1998
Earl T. Takefman (Principal Executive Officer)
- ---------------------------------- Chairman of the Board December __, 1998
Ronald F. Seale
/s/ Melissa Forzly
- ---------------------------------- Chief Financial Officer December 31, 1998
Melissa Forzly
Director December __, 1998
- ---------------------------------
Mark Hershorn
* Director December __, 1998
- ---------------------------------
Beryl Artz
* Director December __, 1998
- ---------------------------------
Richard Parker
</TABLE>
* By: /s/ Earl T. Takefman
---------------------------
Earl T. Takefman
Attorney-in-fact
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Morgan, Lewis & Bockius LLP*
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)*
23.2 Consent of KPMG Peat Marwick LLP*
23.3 Consent of Arthur Andersen LLP*
24 Power of Attorney (included in Part II of Registration Statement)*
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* Previously filed.
