As filed with the Securities and Exchange Commission on October 25, 1996.
Registration No. 333-6607
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
HUMASCAN INC.
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(Name of Small Business Issuer in its Charter)
Delaware 3841 22-3345046
- ------------------------------- ---------------------------- ---------------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)
514 Centennial Avenue
Cranford, New Jersey 07016
(908) 709-3434 (Phone)
(908) 709-4646 (Telecopy)
-------------------------------------------------------------
(Address and Telephone Number of Principal Executive Offices)
514 Centennial Avenue
Cranford, New Jersey 07016
- --------------------------------------------------------------------------------
(Address of Principal Place of Business or Intended Principal Place of Business)
Donald B. Brounstein, President
HumaScan Inc.
514 Centennial Avenue
Cranford, New Jersey 07016
(908) 709-3434 (Phone)
(908) 709-4646 (Telecopy)
---------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
Copies to:
David Alan Miller, Esq. Lawrence B. Fisher, Esq.
Graubard Mollen & Miller Orrick, Herrington & Sutcliffe
600 Third Avenue 666 Fifth Avenue
New York, New York 10016 New York, New York 10103
(212) 818-8800 (Phone) (212) 506-5000 (Phone)
(212) 687-6989 (Telecopy) (212) 506-5151 (Telecopy)
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: [ ]
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,
check the following box: [ ]
<PAGE>
Pursuant to the Registrant's undertaking in Part II, Item 28, Paragraph 1(c)
of its registration statement on Form SB-2, declared effective August 9, 1996,
Registrant submits this Post-Effective Amendment No. 1 to remove from
registration certain securities which remained unsold at the termination of the
offering. The securities being removed from registration were reserved for
issuance in connection with the overallotment option granted to the Underwriter,
all of which remained unsold at the termination of the exercise period for such
over-allotment option. The securities being removed from registration by this
Post-Effective Amendment No. 1 are 450,000 shares of Common Stock reserved for
purchase by the Underwriter to cover overallotment options.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form SB-2 and authorized this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cranford,
State of New Jersey, on October 24, 1996.
HUMASCAN INC.
By: /s/ Donald B. Brounstein
-----------------------------------
Donald B. Brounstein, President,
Chief Executive Officer and Director
In accordance with 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 stated.
/s/ Donald B. Brounstein President, Chief Executive October 24, 1996
- --------------------------- Officer and Director
Donald B. Brounstein
/s/ Kenneth S. Hollander Chief Financial Officer October 24, 1996
- --------------------------- (and principal accounting
Kenneth S. Hollander officer)
/s/ Donald B. Brounstein, as Director October 24, 1996
Attorney-in-Fact
- ---------------------------
Steven S. Elbaum
/s/ Donald B. Brounstein, as Director October 24, 1996
Attorney-in-Fact
- ---------------------------
Jack L. Rivkin
/s/ Donald B Brounstein, as Director October 24, 1996
Attorney-in-Fact
- ---------------------------
John F. Sasen, Sr.
/s/ Donald B Brounstein, as Director October 24, 1996
Attorney-in-Fact
- ---------------------------
Udi Toledano
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