<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
THE RECOVERY NETWORK, INC.
(Name of Small Business Issuer in Its Charter)
<TABLE>
<S> <C> <C>
Colorado 7812 39-173-1029
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
1411 5th Street
Suite 250
Santa Monica, California 90401
(310) 393-3979
(Address and Telephone Number of Principal Executive Offices)
-------------------------
WILLIAM D. MOSES
President and Chief Executive Officer
The Recovery Network, Inc.
1411 5th Street
Suite 250
Santa Monica, California 90401
(310) 393-3979
(Name, Address and Telephone Number of Agent For Service)
-------------------------
Copies of Communications to:
HENRY I. ROTHMAN, Esq. ROBERT J. MITTMAN, Esq.
Parker Chapin Flattau & Klimpl, LLP Tenzer Greenblatt LLP
1211 Avenue of the Americas The Chrysler Building
New York, New York 10036 New York, New York 10174
Telephone: (212) 704-6000 Telephone: (212) 885-5000
Telecopier: (212) 704-6288 Telecopier: (212) 885-5001
-------------------------
Approximate Date of Proposed Sale to the Public: As soon as practicable
after this registration statement becomes effective.
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]
-------------------------
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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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Maximum Maximum Amount Of
Title Of Each Class Of Amount To Offering Price Aggregate Registration
Securities To Be Registered Be Registered Per Security (1) Offering Price (1) Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units, each Unit to purchase one
share of Common Stock, par
value $.01 per share, and one
Redeemable Warrant to
purchase one share of Common
Stock ........................... 115,000(2) $ 5.10 $ 586,500 $ 177.73
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share, issuable upon exercise of
the Warrants included in the
Units (3) ..................... 115,000(4) $ 5.50 $ 632,500 $ 191.67
- ---------------------------------------------------------------------------------------------------------------
Underwriter's Warrants, each to
purchase one share of Common
Stock (5) ..................... 15,000 $ .001 $ 15 (6)
- ---------------------------------------------------------------------------------------------------------------
Underwriter's Warrants, each to
purchase one warrant ............ 15,000 $ .001 $ 15 (6)
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share (7) ..................... 15,000 $ 7.00 $ 105,000 $ 31.82
- ---------------------------------------------------------------------------------------------------------------
Warrants, each to purchase one
share of Common Stock (7) ...... 15,000 $ .165 $ 2,475 $ .75
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share (8) ..................... 15,000 $ 9.075 $ 136,125 $ 41.25
- ---------------------------------------------------------------------------------------------------------------
Total Registration Fee........................................................................ $443.22
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(1) Estimated solely for the purpose of calculating the filing fee.
(2) Includes 15,000 shares of Common Stock which the Underwriter has the
option to purchase from the Registrant to cover over-allotments, if any.
(3) Issuable upon exercise of the redeemable warrants to be sold to the public
hereunder, together with such indeterminate number of shares of Common
Stock as may be issuable by reason of the anti-dilution provisions
contained therein.
(4) Assumes the Underwriter's option to purchase 15,000 additional redeemable
warrants to cover over-allotments, if any, has been exercised.
(5) To be issued to the Underwriter at the time of delivery and acceptance of
the securities to be sold to the public hereunder.
(6) No fee due pursuant to Rule 457(g).
(7) Issuable upon exercise of the Underwriter's Warrants.
(8) Issuable upon exercise of the warrants underlying the Underwriter's
Warrants, together with such indeterminate number of shares of Common
Stock as may be issuable by reason of the anti-dilution provisions
contained therein.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. This Registration Statement
relates to the public offering of units of The Recovery Network, Inc.
contemplated in the Registration Statement on Form SB-2 (File No. 333-27787)
(the "Prior Registration Statement"), and is filed to (i) increase the number of
Units offered in such offering by 100,000 plus 15,000 shares of Common Stock
and/or 15,000 Warrants that may be sold pursuant to the Underwriter's
over-allotment option and (ii) register (A) 115,000 Units; (B) 115,000 shares of
Common Stock included in the Units; (C) 115,000 Warrants included in the Units,
(D) 115,000 shares of Common Stock issuable upon exercise of the Warrants
included in the Units; (E)10,000 Underwriter's Warrants, each such Underwriter's
Warrant to purchase one share of Common Stock; (F) 10,000 Underwriter's
Warrants, and such Underwriter's Warrant to purchase one warrant; (G) 10,000
shares of Common Stock issuable upon exercise of the Underwriter's Warrants; (H)
10,000 Warrants issuable upon exercise of the Underwriter's Warrants; and (I)
10,000 shares of Common Stock issuable upon exercise of the Warrants issuable
upon exercise of the Underwriter's Warrants. The contents of the Prior
Registration Statement are incorporated herein by reference.
<PAGE>
Item 27. Exhibits.
All exhibits filed with the Registration Statement on Form SB-2 (File
No. 333-27787) are incorporated herein by reference and shall be deemed part of
this Registration Statement. The following additional exhibits are filed
herewith:
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<CAPTION>
Number Description of Exhibit
- -------- -----------------------
<S> <C>
5.2 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1).
</TABLE>
II-1
<PAGE>
SIGNATURES
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 of filing on Form SB-2 and authorizes the Registration
Statement to be signed on its behalf by the undersigned, in Santa Monica
County, State of California, on the 30th day of September, 1997.
THE RECOVERY NETWORK, INC.
By: /s/ William D. Moses
-----------------------------------
William D. Moses
President and Chief Executive
Officer
In accordance with the requirements of the Securities Act of 1933, the
Registration Statement was signed by the following persons in the capacities
and on the dates stated.
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<CAPTION>
Signature Title Date
- ---------------------------------------------- ------------------------------------------- --------------------
<S> <C> <C>
/s/ George H. Henry Chairman of the Board of Directors September 30, 1997
- ---------------------------
George H. Henry
President, Chief Executive Officer and September 30, 1997
/s/ William D. Moses Director (principal accounting officer and
- --------------------------- principal financial officer)
William D. Moses
*
- --------------------------- Executive Vice President and Director September 30, 1997
Donald J. Masters
*
----------------------- Vice Chairman of the Board of Directors September 30, 1997
Nimrod J. Kovacs
*
----------------------- Director September 30, 1997
Paul Graf
*By: /s/ George H. Henry
----------------------
George H. Henry
Attorney-in-fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description of Exhibit
- -------- -----------------------------------------------------------------------------------------------
<S> <C>
5.2 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1).
</TABLE>
<PAGE>
[PARKER CHAPIN FLATTAU & KLIMPL, LLP LETTERHEAD]
September 30, 1997
The Recovery Network, Inc.
1411 5th Street, Suite 205
Santa Monica, California 90401
Dear Sir or Madam:
We have acted as counsel to The Recovery Network, Inc., a
Colorado corporation (the "Company"), in connection with a Registration
Statement on Form SB-2 and any amendments thereto (the "Registration Statement")
being filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and Rule 462(b) promulgated thereunder relating to the
offering of (i) 100,000 units (the "Units"), each such Unit consisting of (A)
one share (an "Offered Share") of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), (B) one warrant (an "Offered Warrant"), each such
Offered Warrant to purchase one share of Common Stock and (C) one share of
Common Stock issuable upon exercise of an Offered Warrant; (ii) up to (A) 15,000
additional shares of Common Stock (the "Optional Shares") subject to an
over-allotment option (the "Over-Allotment Option"), (B) 15,000 warrants (the
"Optional Warrants"), each such Optional Warrant to purchase one share of Common
Stock subject to the Over-Allotment Option and (C) 15,000 shares of Common Stock
issuable upon exercise of the Optional Warrants; (iii) 10,000 warrants to the
underwriter (the "Underwriter's Warrants"), each such Underwriter's Warrant to
purchase one share of Common Stock (the "Underlying Shares") and 10,000 warrants
(the "Underlying Warrants"), each such Underlying Warrant to purchase one share
of Common Stock; (iv) the Underlying Shares; (v) the Underlying Warrants; and
(vi) 10,000 shares of Common Stock issuable upon exercise of the Underlying
Warrants.
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of the Company's (i) Articles of Incorporation,
(ii) By-laws and (iii) resolutions of the Company's board of directors. We have
also reviewed such other matters of law and examined and relied upon all such
corporate records, agreements, certificates and other docu ments as we have
deemed relevant and necessary as a basis for the opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies or
<PAGE>
The Recovery Network, Inc.
September 30, 1997
Page 2
facsimiles. As to any facts material to such opinion, we have, to the extent
that relevant facts were not independently established by us, relied on
certificates of public officials and certificates of officers or other
representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Offered Shares included in the Units and the Optional
Shares have been duly authorized and will, when issued and paid for as
contemplated by the Registration Statement, be validly issued, fully-paid and
non-assessable.
2. The Offered Warrants included in the Units, the Optional
Warrants, the Underwriter's Warrants and the Underlying Warrants will, when sold
and paid for as contemplated by the Registration Statement, constitute legal,
valid and binding obligations of the Company.
3. The shares of Common Stock issuable upon exercise of the
Offered Warrants included in the Units, the Optional Warrants, the Underwriter's
Warrants and the Underlying Warrants have been duly authorized and will, upon
issuance and payment in accordance with the terms of the Offered Warrants, the
Optional Warrants, the Underwriter's Warrants and the Underlying Warrants,
respectively, be validly issued, fully-paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference made to us under the caption
"Legal Matters" in the prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
----------------------------------------
PARKER CHAPIN FLATTAU & KLIMPL, LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporation
by reference of our report (and to all references to our Firm) in the
Registration Statement on Form SB-2 (File No. 333-27787) that is included in or
made a part of this registration statement.
/s/ Arthur Anderson LLP
----------------------------------
Arthur Anderson LLP
Los Angeles, California
September 30, 1997
