<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1998
REGISTRATION NO. 333-33263
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
--------------
SOLOPOINT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
<TABLE>
<S> <C> <C>
CALIFORNIA 3661 77-0337580
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
--------------
130-B KNOWLES AVENUE, LOS GATOS, CALIFORNIA 95032
(408) 364-8850
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
EDWARD M. ESBER, JR.
CHIEF EXECUTIVE OFFICER
130-B KNOWLES AVENUE, LOS GATOS, CALIFORNIA 95032
(408) 364-8850
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
--------------
COPIES TO:
MICHAEL J. O'DONNELL, ESQ. THOMAS J. POLETTI, ESQ.
RICK S. ARNOLD, JR., ESQ. Freshman, Marantz, Orlanski, Cooper &
VAHE H. SARRAFIAN, ESQ. Klein
ELAN Q.G. NGUYEN, ESQ. 9100 Wilshire Boulevard
Wilson Sonsini Goodrich & Rosati Eighth Floor, East Tower
650 Page Mill Road Beverly Hills, California 90212
Palo Alto, California 94304-1050 (310) 273-1870
(415) 493-9300 Facsimile: (310) 274-8357
Facsimile: (415) 493-6811
--------------
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]
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. [_]
--------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value(2).............. 5,520,000 shares $1.00 $5,520,000 --
- --------------------------------------------------------------------------------------------
Underwriter's War-
rant(3)............... 1 warrant $5.00 $5 --
- --------------------------------------------------------------------------------------------
Common Stock issuable
upon exercise
of Underwriter's War-
rant(4)(5)............ 480,000 shares $1.20 $576,000 --
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Totals................. -- -- $6,096,005 $1,847.27
</TABLE>
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* Registration fee of $2,931.82 previously paid.
(1) Estimated solely for the purpose of computing the amount of registration
fee pursuant to Rule 457(a).
(2) Includes 720,000 shares which the Underwriter has the option to purchase
to cover over-allotments, if any.
(3) In connection with the Registrant's sale of Common Stock, the Registrant
is granting to the H.J. Meyers & Co., Inc. (the "Underwriter") a warrant
to purchase up to 480,000 shares of Common Stock (the "Underwriter's
Warrant"). The price to be paid by the Underwriter for the Underwriter's
Warrant is $5.00.
(4) Such shares are being registered for resale by the Underwriter and its
assigns and transferees on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933.
(5) For purposes of calculation of the registration fee, each share of Common
Stock issuable upon exercise of the Underwriter's Warrant has been assumed
to have a proposed maximum offering price of $1.20.
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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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<PAGE>
SUPPLEMENT NO. 1 TO PROSPECTUS DATED JANUARY 9, 1998
The first two paragraphs on page 53 in the Prospectus dated January 9, 1998,
are amended to read, in full, as follows:
The Underwriters named below have severally agreed, subject to the
terms and conditions of the Underwriting Agreement between the Company and the
Underwriters, to purchase from the Company the number of shares of Common
Stock set forth opposite their respective names. The underwriters discount set
forth on the cover page of the Prospectus will be allowed to the Underwriters
as of the time of delivery to the Underwriters of the shares so purchased.
No. of Shares
Underwriter To Be Purchased
- ----------- ---------------
H.J. Meyers & Co., Inc. 3,000,000
Frederick & Company, Inc. 360,000
Kashner Davidson Securities Corporation 360,000
National Securities Corporation 360,000
Smith, Moore & Co. 360,000
Waldron & Co., Inc. 360,000
---------
4,800,000
=========
The date of this Prospectus Supplement is January 12, 1998
<PAGE>
[LOGO OF SOLOPOINT, INC.]
SOLOPOINT, INC.
4,800,000 SHARES
COMMON STOCK
All of the shares of Common Stock offered hereby are being sold by
SoloPoint, Inc. ("SoloPoint" or the "Company"). The Company's Common Stock is
traded on the Nasdaq SmallCap Market under the symbol SLPT. On January 8,
1998, the last reported sale price of the Common Stock on the Nasdaq SmallCap
Market was $1.0625 per share. See "Price Range of Common Stock."
THE SHARES OF STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 7.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
================================================================================
UNDERWRITING
PRICE DISCOUNTS AND, PROCEEDS TO
TO PUBLIC COMMISSIONS(1) COMPANY(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............. $1.00 $.10 $.90
- -------------------------------------------------------------------------------
Total(3).............. $4,800,000 $480,000 $4,320,000
===============================================================================
</TABLE>
(1) Does not include additional compensation to be received by the H.J. Meyers
& Co., Inc. (the "Underwriter") in the form of (i) a non-accountable
expense allowance of $144,000 (or $165,600 if the Underwriter's over-
allotment option described in footnote (3) is exercised in full) and, (ii)
a warrant to purchase up to 480,000 shares of Common Stock at $1.20 per
share exercisable over a period of four years, commencing one year from
the date of this Prospectus (the "Underwriter's Warrant"). In addition,
the Company has agreed to indemnify the Underwriter against certain civil
liabilities under the Securities Act of 1933. See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company,
estimated at $800,000, including the Underwriter's non-accountable expense
allowance.
(3) The Company has granted the Underwriter an option, exercisable within 45
business days of the date of this Prospectus, to purchase up to 720,000
additional shares of Common Stock on the same terms and conditions set
forth above to cover over-allotments, if any. If all such additional
shares of Common Stock are purchased, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be
increased to $5,520,000, $552,000 and $4,968,000, respectively. See
"Underwriting."
The shares of Common Stock offered hereby will be offered on a "firm
commitment" basis by the Underwriter when, as and if delivered to and accepted
by the Underwriter and subject to prior sale, withdrawal or cancellation of
the offer without notice. It is expected that delivery of the certificates
representing the shares of Common Stock will be made at the office of H.J.
Meyers & Co., Inc., 1895 Mt. Hope Avenue, Rochester, New York 14620 on or
about January 14, 1998.
H.J. MEYERS & CO., INC.
THE DATE OF THIS PROSPECTUS IS JANUARY 9, 1998
<PAGE>
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- -------------------------------------------------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company, the Underwriter or by any other
person. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy, any security other than the shares of Common Stock offered
hereby nor does it constitute an offer to sell or a solicitation of an offer
to buy any of the securities offered hereby to any person in any jurisdiction
to which it is unlawful to make such an offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any date subsequent to the date hereof.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary................................................................... 3
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 18
Dividend Policy........................................................... 18
Capitalization............................................................ 19
Dilution.................................................................. 20
Market for Common Stock................................................... 20
Selected Financial Data................................................... 21
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 22
Business.................................................................. 27
Management................................................................ 38
Certain Relationships and Related Transactions............................ 44
Principal Shareholders.................................................... 47
Description of Capital Stock.............................................. 50
Shares Eligible for Future Sale........................................... 52
Underwriting.............................................................. 53
Legal Matters............................................................. 55
Experts................................................................... 55
Additional Information.................................................... 56
Index to Financial Statements............................................. F-1
</TABLE>
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4,800,000 SHARES
[LOGO OF SOLOPOINT, INC.]
SOLOPOINT, INC.
COMMON STOCK
-------------
PROSPECTUS
-------------
H.J. MEYERS & CO., INC.
JANUARY 9, 1998
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- -------------------------------------------------------------------------------
<PAGE>
ITEM 27. EXHIBITS
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
.1.1 --Form of Underwriting Agreement.
.1.2 --Financial Consulting Agreement.
+3.1 --Company's Articles of Incorporation, as currently in effect.
+3.2 --Company's Bylaws, as currently in effect.
+4.1 --Specimen Certificate of Company's Common Stock.
.4.2 --Form of Representative's Warrant.
+4.3 --Amended and Restated Information and Registration Rights
Agreement.
+4.4 --Form of Series A-2 Preferred Stock Warrant and Warrant Amendment
Agreement.
+4.5 --Form of Series A-7 Preferred Stock Warrant.
.5.1 --Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
+9.1 --Voting Agreement (included in Exhibit 10.9).
+10.1 --Multi-Tenant Net Lease Agreement dated August 24, 1995, between
the Company and Del Enterprises, as amended.
+10.2 --Form of Indemnification Agreement.
+10.3 --Purchase Agreement dated December 18, 1995, by and between
Ameritech Corporation and the Company.
+10.4 --Supplier Agreement dated February 22, 1996, by and between Hello
Direct, Inc. and the Company.
+10.5 --Amended and Restated 1993 Incentive Stock Plan.
+10.6 --1995 Profit Sharing 401(k) Plan.
+10.7 --Employment Letter dated October 26, 1995, between the Company
and Edward M. Esber, Jr.
+10.8 --Loan Agreement dated as of December 11, 1995, between SoloPoint,
Inc. and Venture Lending & Leasing, Inc.
+10.9 --Bridge Loan and Warrant Purchase Agreement dated June 14, 1996,
by an between Ameritech Corporation, 4C Ventures, L.P., and the
Company, including a Security Agreement, a Patent Security
Agreement, a Voting Agreement, an Amended and Restated
Information and Registration Rights Agreement, Warrants and
Secured Convertible Promissory Notes.
+10.10 --Employment Letter dated February 1, 1996, between the Company
and Arthur Chang.
+10.11 --Employment Letter dated July 1, 1996, between the Company and
Bryan Kerr.
+10.12 --Agreement dated June 14, 1996 between Ameritech Corporation and
the Company.
*10.13 --Employment Letter dated October 8, 1996, between the Company and
Ronald J. Tchorzewski.
**10.14 --Line of Credit Agreement with Silicon Valley Bank dated February
7, 1997.
****10.15 --Product Referral Agreement dated May 1, 1997 amongst the
Company, Pacific Bell and Pacific Bell Information Services.
.11.1 --Statement Regarding Computation of Net Income (Loss) Per Share.
.23.1 --Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
.23.2 --Consent of Ernst & Young LLP, Independent Auditors.
.24.1 --Power of Attorney (see page II-2).
.27.1 --Financial Data Schedule
</TABLE>
- --------
+ Incorporated by reference to the Registration Statement on Form SB-2 (No.
333-5056-LA) filed by the Registrant with the Securities and Exchange
Commission and declared effective on August 6, 1996.
* Incorporated by reference to the Form 10-KSB (No. 000-21037) filed by the
Registrant with the Securities and Exchange Commission on March 31, 1997.
** Incorporated by reference to the Form 10-QSB (No. 000-21037) filed by the
Registrant with the Securities and Exchange Commission on May 15, 1997.
**** Confidential treatment has been requested with respect to certain
portions of this Exhibit. The omitted portions have been filed separately
with the Securities and Exchange Commission.
. Previously filed.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM SB-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF LOS GATOS, STATE OF CALIFORNIA, ON JANUARY 12,
1998.
SOLOPOINT, INC.
By: /s/ Edward M. Esber, Jr.
---------------------------------
EDWARD M. ESBER, JR.
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Edward M. Esber, Jr. President, Chief Executive January 12, 1998
- ------------------------------------- Officer and Director
EDWARD M. ESBER, JR. (Principal Executive Officer)
Ronald J. Tchorzewski* Chief Financial Officer and January 12, 1998
- ------------------------------------- Vice President of Finance
RONALD J. TCHORZEWSKI (Principal Financial and
Accounting Officer)
Arthur G. Chang* Chief Operating Officer and January 12, 1998
- ------------------------------------- Vice President of
ARTHUR G. CHANG Research and
Development
Charlie Bass* Chairman of the Board of January 12, 1998
- ------------------------------------- Board of Directors
CHARLIE BASS
Patrick Grady* Director January 12, 1998
- -------------------------------------
PATRICK GRADY
Giuliano Raviola* Director January 12, 1998
- -------------------------------------
GIULIANO RAVIOLA
Charles Ross* Director January 12, 1998
- -------------------------------------
CHARLES ROSS
*By: /s/ Edward M. Esber, Jr.
--------------------------------
EDWARD M. ESBER, JR.
ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
.1.1 --Form of Underwriting Agreement.
.1.2 --Financial Consulting Agreement.
+3.1 --Company's Articles of Incorporation, as currently in effect.
+3.2 --Company's Bylaws, as currently in effect.
+4.1 --Specimen Certificate of Company's Common Stock.
.4.2 --Form of Representative's Warrant.
+4.3 --Amended and Restated Information and Registration Rights
Agreement.
+4.4 --Form of Series A-2 Preferred Stock Warrant and Warrant Amendment
Agreement.
+4.5 --Form of Series A-7 Preferred Stock Warrant.
.5.1 --Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
+9.1 --Voting Agreement (included in Exhibit 10.9).
+10.1 --Multi-Tenant Net Lease Agreement dated August 24, 1995, between
the Company and Del Enterprises, as amended.
+10.2 --Form of Indemnification Agreement.
+10.3 --Purchase Agreement dated December 18, 1995, by and between
Ameritech Corporation and the Company.
+10.4 --Supplier Agreement dated February 22, 1996, by and between Hello
Direct, Inc. and the Company.
+10.5 --Amended and Restated 1993 Incentive Stock Plan.
+10.6 --1995 Profit Sharing 401(k) Plan.
+10.7 --Employment Letter dated October 26, 1995, between the Company
and Edward M. Esber, Jr.
+10.8 --Loan Agreement dated as of December 11, 1995, between SoloPoint,
Inc. and Venture Lending & Leasing, Inc.
+10.9 --Bridge Loan and Warrant Purchase Agreement dated June 14, 1996,
by an between Ameritech Corporation, 4C Ventures, L.P., and the
Company, including a Security Agreement, a Patent Security
Agreement, a Voting Agreement, an Amended and Restated
Information and Registration Rights Agreement, Warrants and
Secured Convertible Promissory Notes.
+10.10 --Employment Letter dated February 1, 1996, between the Company
and Arthur Chang.
+10.11 --Employment Letter dated July 1, 1996, between the Company and
Bryan Kerr.
+10.12 --Agreement dated June 14, 1996 between Ameritech Corporation and
the Company.
*10.13 --Employment Letter dated October 8, 1996, between the Company and
Ronald J. Tchorzewski.
**10.14 --Line of Credit Agreement with Silicon Valley Bank dated February
7, 1997.
****10.15 --Product Referral Agreement dated May 1, 1997 amongst the
Company, Pacific Bell and Pacific Bell Information Services.
.11.1 --Statement Regarding Computation of Net Income (Loss) Per Share.
.23.1 --Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
.23.2 --Consent of Ernst & Young LLP, Independent Auditors.
.24.1 --Power of Attorney (see page II-2).
.27.1 --Financial Data Schedule
</TABLE>
- --------
+ Incorporated by reference to the Registration Statement on Form SB-2 (No.
333-5056-LA) filed by the Registrant with the Securities and Exchange
Commission and declared effective on August 6, 1996.
* Incorporated by reference to the Form 10-KSB (No. 000-21037) filed by the
Registrant with the Securities and Exchange Commission on March 31, 1997.
** Incorporated by reference to the Form 10-QSB (No. 000-21037) filed by the
Registrant with the Securities and Exchange Commission on May 15, 1997.
**** Confidential treatment has been requested with respect to certain
portions of this Exhibit. The omitted portions have been filed separately
with the Securities and Exchange Commission.
. Previously filed.
