CD MAX INC/VA
SB-2/A, 1996-08-13
COMPUTER PROGRAMMING SERVICES
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<PAGE>

   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1996
                                                     REGISTRATION NO. 333-5723 
    
============================================================================= 
                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 

                                    ------ 

   
                                  AMENDMENT 
                                    NO. 3 
                                      TO 
                                  FORM SB-2 
                            REGISTRATION STATEMENT 
                                    UNDER 
                          THE SECURITIES ACT OF 1933 
    

                                    ------ 

                                 CD-MAX, INC. 
                (Name of Small Business Issuer in its Charter) 

          Delaware                      8980                  87-0378128
(State or other jurisdiction     (Primary Standard         (I.R.S. Employer 
    of Incorporation or        Classification Code        Identification Number)
       organization)                Number)

                      11480 Sunset Hills Road, Suite 110 
                            Reston, Virginia 22090 
                                (703) 471-5755 
         (Address and telephone numberof principal executive offices) 
                                    ------ 
                               Philip J. Gross 
                                 CD-MAX, Inc. 
                      11480 Sunset Hills Road, Suite 110 
                            Reston, Virginia 22090 
                                (703) 471-5755 
          (Name, address and telephone number of agent for service) 
                                    ------ 
                                  Copies to: 
  

     David M. Lewis, Esq.                        Rubi Finkelstein, Esq. 
     Lewis, Goldberg & Ball                      Orrick, Herrington & Sutcliffe 
     A Professional Corporation                  666 Fifth Avenue              
     Suite 360, 1320 Old Chain Bridge Road       New York, NY 10103-0001       
     McLean, VA 22101-3930                       Telephone: (212) 506-5000     
     Telephone: (703) 506-0550                   Telecopy: (212) 506-5151      
     Telecopy: (703) 506-6829                    


                                   ------
   Approximate date of commencement of proposed sale to the public: As soon 
as practicable after the effective date of this registration statement. 

   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, check the following box: [X] 
                                    ------ 
   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, as amended, or until this 
Registration Statement shall become effective on such date as the Commission, 
acting pursuant to said section 8(a), may determine. 
============================================================================= 
<PAGE>

                       CALCULATION OF REGISTRATION FEE 
- ----------------------------------------------------------------------------- 

<TABLE>
<CAPTION>
==========================================================================================================
                                                  Proposed Maximum     Proposed Maximum 
       Title of Each Class of       Amount Being   Offering Price     Aggregate Offering    Amount of 
    Securities to be Registered     Registered       Per Unit(1)           Price(1)       Registration Fee 
- ----------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                   <C>                    <C>  

Units (each Unit consisting of                                                             
 two shares of Common Stock                                                                
 ("Common Stock"), $.01 par                                                                
 value, and one Redeemable                                                                 
 Warrant ("Redeemable                                                                      
 Warrant")(2):  ................    1,322,500        $6.125                $8,100,313         $2,793.20  
- ----------------------------------------------------------------------------------------------------------
Common Stock included in Units:     2,645,000        $ 0.00                  $0.00            $    0.00 
- ----------------------------------------------------------------------------------------------------------
Redeemable Warrants included in                                                            
 Units (3):  ...................    1,322,500        $ 0.00                  $0.00            $    0.00 
- ----------------------------------------------------------------------------------------------------------
Common Stock underlying the                                                                
 Redeemable Warrants included                                                              
 in Units (3):  .................   1,322,500        $4.59(4)              $6,070,275         $2,093.19 
- ----------------------------------------------------------------------------------------------------------
Underwriter's Warrants to                                                                  
 purchase Units (5)(6):  .......     115,000         $.0001                  $11.50              (7) 
- ----------------------------------------------------------------------------------------------------------
Units issuable upon exercise of                                                            
 Underwriter's Warrants (each                                                              
 Unit consisting of two shares                                                             
 of Common Stock and one                                                                   
 Redeemable Warrant) (8):  .....     115,000         $10.11                 $1,162,650        $  401.35 
- ----------------------------------------------------------------------------------------------------------
Common Stock included in Units                                                             
 issuable upon exercise of                                                                 
 Underwriter's Warrants:  ......     230,000         $ 0.00                  $0.00            $    0.00 
- ----------------------------------------------------------------------------------------------------------
Redeemable Warrants included in                                                            
 Units issuable upon exercise                                                              
 of Underwriter's Warrants:  ...     115,000         $ 0.00                  $0.00            $    0.00 
- ----------------------------------------------------------------------------------------------------------
Common Stock Underlying                                                                    
 Redeemable Warrants included                                                              
 in Units issuable upon                                                                    
 exercise of Underwriter's                                                                 
 Warrants:  ....................     115,000         $ 4.59                 $527,850          $  182.01 
- ----------------------------------------------------------------------------------------------------------
Redeemable Warrants (9):  ......    1,070,000        $ 0.25                 $267,500          $   92.24 
- ----------------------------------------------------------------------------------------------------------
Common Stock underlying                                                                    
 Redeemable Warrants (10):  ....    1,070,000        $ 4.59                $4,911,300         $1,693.54 
- ----------------------------------------------------------------------------------------------------------
Common Stock (11):  ............      60,615         $3.00(12)              $181,845          $   62.70 
Total Registration Fee .....................................................................  $7,318.21  
==========================================================================================================
</TABLE>
(footnotes on following page) 


<PAGE>

(footnotes to Calculation of Registration Fee table) 



 (1) Estimated solely for purposes of calculating the registration fee. 
 (2) Includes 172,500 Units, which the Underwriter has the option to purchase 
     to cover over-allotments, if any. 
 (3) Pursuant to Rule 416, there also are being registered such additional 
     securities as may be required for issuance pursuant to the anti- 
     dilution provisions of the Redeemable Warrants. 
 (4) The price per share of Common Stock issuable upon exercise of the 
     Redeemable Warrants is based on 75% of the offering price per Unit. 
 (5) To be issued to the Underwriter at Closing. 
 (6) Pursuant to Rule 416, there also are being registered such additional 
     securities as may be required for issuance pursuant to the anti- 
     dilution provisions of the Underwriter's Warrants. 
 (7) No registration fee required pursuant to Rule 457(g). 
 (8) Pursuant to Rule 416, there are also being registered such additional 
     securities as may be required for issuance pursuant to the anti- 
     dilution provisions of the Redeemable Warrants underlying the 
     Underwriter's Warrants. 
 (9) These Redeemable Warrants are to be issued to the holders of the 
     warrants issued in certain of the Company's recently completed bridge 
     financings and certain other prior financings in exchange for such 
     warrants. 
(10) Pursuant to Rule 416, there also are being registered such additional 
     securities as may be required for issuance pursuant to the anti- 
     dilution provisions of the Redeemable Warrants. 
(11) Represents shares held by certain selling shareholders whose shares are 
     not included as part of the Units. 
(12) Estimated solely for the purpose of calculating the registration fee 
     based upon the closing bid price of the Common Stock on the NASD OTC 
     Electronic Bulletin Board on July 31, 1996. 
<PAGE>

   On December 15, 1995, the Company issued a total of 80,825 shares of 
Common Stock and 80,825 common stock purchase warrants to Steven P. 
Schnipper, Suan Investments and Stourbridge Investments, Ltd., in return for 
their guarantee to provide interim financing of up to $300,000 to the 
Company. The stock and warrant issuance was the result of negotiations 
between the Company and the investors and represents the repricing of the 
investors' earlier equity investments in the Company. These transactions were 
exempt from registration as a private transactions pursuant to Section 4(2) 
of the Act. 

   In February, March and April 1996, Steven P. Schnipper, Suan Investments 
and Stourbridge Investments, Ltd. advanced an aggregate of $300,000 to the 
Company. The initial $100,000 was advanced pursuant to a promissory note that 
was repaid from the net proceeds of a subsequent financing, as described 
below. The Company issued an aggregate of $180,000 principal amount of 
promissory notes, and 170,000 Common Stock purchase warrants. These 
transactions were exempt from registration as a private transactions pursuant 
to Section 4(2) of the Act. 

   On May 16, 1996, the Company consummated a $1,000,000 bridge financing, 
pursuant to which it issued an aggregate of (i) $900,000 principal amount of 
promissory notes which bear interest at the rate of 10% per annum and are due 
and payable upon the earlier of (a) the consummation of a public financing of 
the Company through the sale of equity securities from which the Company 
receives gross proceeds of at least $3,000,000 or (b) May 16, 1997, and (ii) 
600,000 warrants with an aggregate purchase price of $100,000, each warrant 
entitling the holder to purchase one share of Common Stock at an initial 
exercise price of $3.37 (subject to adjustment upon the occurrence of certain 
events) during the three-year period commencing May 16, 1997. This financing 
was placed for the Company by Joseph Stevens & Company, LP with accredited 
investors. These transactions were exempt from registration as a private 
transactions pursuant to Section 4(2) of the Act, and pursuant to Regulation 
D promulgated thereunder. 

ITEM 27. EXHIBITS 

   Copies of the following documents are included as exhibits to this 
Registration Statement, pursuant to item 601 of Regulation S-K. 
<TABLE>
<CAPTION>
       SEC                                                           Title of 
 Reference No.      Exhibit No.                                      Document 
 ---------------   -------------                                     --------- 
<S>                <C>            <C>

(1)                     1          Underwriting Agreement 
(3)(i)                3.1          Articles of Incorporation 
(3)(ii)               3.2          By-Laws 
(4)                   4.1          Form of Common Stock Certificate 
(4)                   4.2          Form of Redeemable Warrant** 
(4)                   4.3          Form of Warrant Agreement 
(4)                   4.4          Form of Underwriter's Warrant Agreement 
(5)                   5.1          Opinion of Lewis, Goldberg & Ball, A Professional Corporation****  
(10)(i)              10.1          Amended Master License Agreement between John D. Wiedemer and CD-MAX, Inc. 
(10)(i)              10.2          Employment Agreement by and between CD-MAX, Inc. and John David Wiedemer and Amendment 
                                   One thereto. 
(10)(i)              10.3          Employment Agreement by and between CD-MAX, Inc. and Robert A. Wiedemer and Amendment 
                                   One thereto. 
(10)(i)              10.4          Employment Agreement by and between CD-MAX, Inc. and Philip J. Gross and Amendment 
                                   One thereto. 
(10)(i)              10.5          Employment Agreement by and between CD-MAX, Inc. and David B. Boelio and Amendment 
                                   One thereto. 
</TABLE>



                                     II-3
<PAGE>
<TABLE>
<CAPTION>


       SEC                                                           Title of 
 Reference No.      Exhibit No.                                      Document 
 ---------------   -------------                                     -------- 
<S>                  <C>           <C>     
(10)(i)              10.6          Letter from CD-MAX, Inc. to Dataware Technologies, Inc. dated September 6, 1995 
(10)(i)              10.7          CD-MAX Data Security, Usage Billing and Information Management Services Agreement 
                                   with Mitchell International, Inc. **  *** 
(10)(i)              10.8          CD-MAX Data Security, Usage Billing and Information Management Services Agreement 
                                   with Disclosure Incorporated ** *** 
(10)(i)              10.9          Folio Corporation Reciprocal Nondisclosure Agreement 
(10)(i)             10.10          E-Data Systems Limited License Agreement 
(10)(ii)            10.11          Incentive Stock Option Plan 
(10)(ii)            10.12          Board of Director Resolution and Agreement with Officers re Management Warrants 
(10)(i)             10.13          Form of Financial Advisory and Consulting Agreement 
                    10.14          Information Management Services Agreement with CIVS  ** *** 
                    10.15          IHS/CD-MAX Agreement*
(23)                 23.1          Consent of Ernst & Young LLP.**
(23)                 23.2          Consent of Lewis, Goldberg & Ball, A Professional Corporation (included in Exhibit 
                                   5.1)  
(23)                 23.3          Consent of Quarles & Brady ** 
(24)                 24.1          Power of Attorney 
(27)                 27.1          Financial Data Schedule 
</TABLE>
- ------ 
   *Indicates that exhibit was filed with Amendment No. 1.
  **Indicates that exhibit was filed with Amendment No. 2.
 ***Indicates that confidential treatment has been requested with respect to
    this exhibit.
****Indicates that exhibit was filed with Amendment No. 3.

ITEM 28. UNDERTAKINGS 

POST-EFFECTIVE AMENDMENTS.  [REGULATION S-B, ITEM 512(A)] 

   The undersigned Registrant will: 

   (1) File, during any period in which it offers or sells securities, a 
post-effective amendment to this registration statement to: 

       (i) Include any prospectus required by section 10(a)(3) of the 
   Securities Act; 

       (ii) Reflect in the prospectus any facts or events which, individually 
   or together, represent a fundamental change in the information in the 
   registration statement; and, notwithstanding the forgoing, any increase or 
   decrease in volume of securities offered (if the total dollar value of 
   securities offered would not exceed that which was registered) and any 
   deviation from the low or high end of the estimated maximum offering range 
   may be reflected in the form of prospectus filed with the Commission 
   pursuant to Rule 424(b) of if, in the aggregate, the changes in the volume 
   and price represent no more than a 20% change in the maximum aggregate 
   offering price set forth in the "Calculation of Registration Fee" table in 
   the effective registration statement.
 
       (iii) Include any additional or changed material information on the 
   plan of distribution. 

   (2) For determining liability under the Securities Act, treat each 
post-effective amendment as a new registration statement of the securities 
offered, and the offering of the securities at that time to be the initial 
bona fide offering. 

                                     II-4
<PAGE>

                                SIGNATURE PAGE 


   
   In accordance with 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 Form SB-2 and authorized this Amendment 
No. 3 to this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the County of Fairfax, State of 
Virginia, on August 12, 1996. 
    


                                          CD-MAX, Inc. 
                                          By:/s/ Robert A. Wiedemer 
                                             -------------------------------- 
                                             Robert A. Wiedemer, President 
                                             and Chief Executive Officer 
                                              

   
In accordance with the requirements of the Securities Act of 1933, Amendment 
No. 3 to this registration statement has been signed by the following persons 
in the capacities and on the dates stated: 
    
   
<TABLE>
<CAPTION>
           Signature                                Title                           Date 
           ---------                                -----                           ---- 
<S>                             <C>                                            <C>


/s/ Robert A. Wiedemer          President, Chief Executive Officer, Chairman     August 12, 1996 
- ------------------------------  of Board of Directors 
Robert A. Wiedemer 

/s/ Philip J. Gross             Secretary, Treasurer, Vice-President-Chief       August 12, 1996 
- ------------------------------  Financial Officer (principal financial officer, 
Philip J. Gross                 principal accounting officer)
 
John David Wiedemer*            Senior Vice President-Operations, Director       August 12, 1996 
- ------------------------------ 
John David Wiedemer 
 
David B. Boelio*                Senior Vice President-Marketing and Sales        August 12, 1996 
- ------------------------------ 
David B. Boelio 
 
Steven P. Schnipper*            Director                                         August 12, 1996 
- ------------------------------ 
Steven P. Schnipper 
 
Weldon P. Rackley*              Director                                         August 12, 1996 
- ------------------------------ 
Weldon P. Rackley 
    
 
*By:/s/ Robert A. Wiedemer 
    -------------------------- 
    Robert A. Wiedemer 
    Attorney-in-fact 

</TABLE>

                                      II-6
<PAGE>

                             EXHIBIT INDEX 
   
<TABLE>
<CAPTION>
    SEC                           Title of 
Reference No.       Exhibit No.   Document 
<S>                 <C>          <C>    
(1)                     1         Underwriting Agreement 
(3)(i)                  2.1       Articles of Incorporation 
(3)(ii)                 2.2       By-Laws 
(4)                     4.1       Form of Common Stock Certificate 
(4)                     4.2       Form of Redeemable Warrant** 
(4)                     4.3       Form of Warrant Agreement 
(4)                     4.4       Form of Underwriter's Warrant Agreement 
(5)                     5.1       Opinion of Lewis, Goldberg & Ball, A Professional Corporation**** 
(10)(i)                10.1       Amended Master License Agreement between John D. Wiedemer and CD-MAX, Inc. 
(10)(i)                10.2       Employment Agreement by and between CD-MAX, Inc. and John David Wiedemer and Amendment 
                                  One thereto. 
(10)(i)                10.3       Employment Agreement by and between CD-MAX, Inc. and Robert A. Wiedemer and Amendment 
                                  One thereto. 
(10)(i)                10.4       Employment Agreement by and between CD-MAX, Inc. and Philip J. Gross and Amendment 
                                  One thereto. 
(10)(i)                10.5       Employment Agreement by and between CD-MAX, Inc. and David B. Boelio and Amendment 
                                  One thereto. 
(10)(i)                10.6       Letter from CD-MAX, Inc. to Dataware Technologies, Inc. dated September 6, 1995 
(10)(i)                10.7       CD-MAX Data Security, Usage Billing and Information Management Services Agreement 
                                  with Mitchell International, Inc. ** *** 
(10)(i)                10.8       CD-MAX Data Security, Usage Billing and Information Management Services Agreement 
                                  with Disclosure Incorporated  ** *** 
(10)(i)                10.9       Folio Corporation Reciprocal Nondisclosure Agreement 
(10)(i)               10.10       E-Data Systems Limited License Agreement 
(10)(ii)              10.11       Incentive Stock Option Plan 
(10)(ii)              10.12       Board of Director Resolution and Agreement with Officers re Management Warrants 
(10)(i)               10.13       Form of Financial Advisory and Consulting Agreement 
                      10.14       Information Management Services Agreement with CIVS ** *** 
                      10.15       IHS/CD-MAX Agreement*
(23)                   23.1       Consent of Ernst & Young LLP.**
(23)                   23.2       Consent of Lewis, Goldberg & Ball, A Professional Corporation (included in Exhibit 
                                  5.1)  
(23)                   23.3       Consent of Quarles & Brady ** 
(24)                   24.1       Power of Attorney 
(27)                   27.1       Financial Data Schedule 
</TABLE>
    
- ------ 
   *Indicates that exhibit was filed with Amendment No. 1. 
  **Indicates that exhibit was filed with Amendment No. 2.
 ***Indicates that confidential treatment has been requested with respect to
    this exhibit.
   
****Indicates that exhibit was filed with Amendment No. 3.
                                        

<PAGE>

                                                                    EXHIBIT 5.1




                       LEWIS, GOLDBERG & BALL LETTERHEAD





                                 August 13, 1996


CD-MAX, Inc.
11480 Sunset Hills Road
Suite 110
Reston, VA 20190-5208

         RE:   Offer and Sale of 1,150,000 Units, Each Consisting of Two
               Shares Common Stock, Par Value $.01 per Share and One Redeemable
               Warrant, 1,070,000 Redeemable Warrants, and 60,615 Shares of
               Common Stock, Pursuant to a Form SB-2 Registration Statement
               (No. 333-5723)


Gentlemen:

         We have acted as counsel to CD-MAX, Inc. (the "Company") in connection
with the registration of certain securities of the Company on Form SB-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), and in connection with the conduct of corporate proceedings relating
thereto. The Registration Statement will effect the registration of (i)
1,500,000 Units, each unit consisting of two shares of Common Stock, par value
$.01 per share ("Common Stock") and one Redeemable Warrant and (ii) an aggregate
of 1,070,000 Redeemable Warrants and 60,615 shares of Common Stock (collectively
the "Selling Securityholder Securities").

         As such counsel, we have examined the corporate records of the Company,
including its Certificate of Incorporation, its By-Laws, stock records, and
Minutes of Meetings of its Board of Directors and Stockholders. In addition, we
have examined the Registration Statement and the prospectus which constitutes
Part I of the Registration Statement (the "Prospectus"), the underwriting
agreement between the Company and Joseph Stevens & Company L.P. the form of
which has been filed as Exhibit 1.1 to the Registration Statement (the
"Underwriting Agreement"), and such other documents as we have deemed necessary
as a basis for the opinions herein expressed.

         In our examination of the documents described in the preceding
paragraph, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the
corresponding originals of all documents submitted to us as copies, and the
authenticity of the originals of such copies.
<PAGE>

CD-MAX, Inc.
August 13, 1996
Page 2

         Our opinion herein is also qualified to the extent that the validity or
enforceability of any of the agreements or other documents or obligations
referred to herein, or any rights granted pursuant to such agreements, documents
or obligations, may be subject to, and affected by, applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally. Further, we express no opinion as to the
availability of equitable enforcement upon breach of any such agreements,
documents or obligations.

         Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:

         (1) The Company has been duly incorporated and is validly existing as a
             corporation in good standing under the laws of the State of
             Delaware, with an authorized and issued capital stock as set forth
             in the Prospectus.

         (2) When (a) the Registration Statement, as amended, shall have been
             ordered effective by the U.S. Securities and Exchange Commission in
             accordance with the Act, and (b) the Units shall have been sold and
             certificates evidencing the Units shall have been duly executed and
             issued as provided in the Registration Statement and the
             Underwriting Agreement, then the units thus sold by the Company and
             the Common Stock and Warrants included therein will have been duly
             and validly authorized and issued, fully paid and nonassessable as
             stated in the Prospectus, and will conform to the description
             thereof contained in the Prospectus.

         (3) When (a) the Registration Statement, as amended, shall have been
             ordered effective by the U.S. Securities and Exchange Commission in
             accordance with the Act, and (b) the Selling Securityholder
             Securities shall have been sold and certificates evidencing the
             Selling Securityholder Securities shall have been duly executed and
             issued as provided in the Registration Statement, then the Selling
             Securityholder Securities thus sold by the Selling Securityholders
             will have been duly and validly authorized and issued, fully paid
             and nonassessable as stated in the Prospectus, and will conform to
             the description thereof contained in the Prospectus.


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as amended, and to the reference to this firm under the
heading "Legal Matters" in the Prospectus.

                                              Sincerely,

                                              LEWIS, GOLDBERG & BALL
                                              A Professional Corporation


                                              /s/ David M. Lewis
                                              ---------------------------------
                                              David M. Lewis
DML/kad



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