<PAGE>
As filed with the Securities and Exchange Commission on February 28, 2000
Registration No. 333-30336
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PROSOFTTRAINING.COM
(Exact Name of Registrant as Specified in Its Charter)
3001 Bee Caves Road, Suite 100
Austin, Texas 78746
(512) 328-6140
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
<TABLE>
<S> <C> <C>
Nevada 8243 87-0448639
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
JERRELL M. BAIRD
Chief Executive Officer
ProsoftTraining.com
3001 Bee Caves Road, Suite 100
Austin, Texas 78746
(512) 328-6140
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
--------------------
Copy to:
William L. Twomey
Hewitt & McGuire, LLP
19900 MacArthur Boulevard, Suite 1050
Irvine, California 92612
--------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
--------------------
If only the 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, 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. [_]
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. [_]
Pursuant to Rule 429 of the Securities Act of 1933, the Prospectus
contained herein is a combined Prospectus relating to securities registered
hereby and under Registration Statement No. 333-11247, Registration Statement
No. 333-28993 and Registration Statement No. 333-35249.
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 become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
================================================================================
<PAGE>
5,164,672 Shares
PROSOFTTRAINING.COM
Common Stock
Shares of common stock of ProsoftTraining.com are being offered for resale
by certain of our stockholders by this Prospectus. The Shares being offered
include 3,639,358 presently outstanding shares and 1,525,314 shares which are
issuable upon exercise of outstanding common stock purchase warrants. The Shares
will be sold from time to time by the Selling Stockholders named in this
Prospectus through public or private transactions, on or off the Nasdaq SmallCap
Market, at prevailing market prices, or at privately negotiated prices. We will
not receive any of the proceeds from the sale of the Shares, other than the
exercise price of any common stock purchase warrants which are exercised.
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"POSO." The closing bid price of the Common Stock was $17.9375 on February 24,
2000.
------------------------------
Investing in the Common Stock Involves a High Degree of Risk. You Should
Purchase Shares Only if You Can Afford a Complete Loss. See "Risk Factors"
beginning on Page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
Prospectus dated February 28, 2000
1
<PAGE>
ABOUT THIS PROSPECTUS
This Prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission (the "SEC"). The Prospectus relates to
5,164,672 shares (the "Shares") of our common stock ("Common Stock") which the
selling stockholders named in this Prospectus (the "Selling Stockholders") may
sell from time to time. We will not receive any of the proceeds from such sales.
The Shares have not been registered under the securities laws of any state
or other jurisdiction as of the date of this Prospectus. Brokers or dealers
should confirm the existence and exemption from registration or effectuate such
registration in connection with any offer and sale of the Shares.
TABLE OF CONTENTS
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PAGE
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Risk Factors.............................................................. 3
Where You Can Find More Information....................................... 6
Forward-Looking Statements................................................ 7
About ProsoftTraining.com................................................. 7
The Offering.............................................................. 8
Use of Proceeds........................................................... 8
Selling Stockholders...................................................... 9
Plan of Distribution...................................................... 11
Experts................................................................... 12
</TABLE>
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<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, TOGETHER WITH THE OTHER
INFORMATION IN THIS PROSPECTUS, BEFORE BUYING ANY SHARES. YOU SHOULD ALSO BE
AWARE OF CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS THAT DO NOT RELATE TO
HISTORICAL RESULTS OR FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS, SUCH AS STATEMENTS OF OUR STRATEGIES, PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS, INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS.
Possibility of Continuing Losses
We have a limited operating history, particularly with our new distribution
strategy, which makes it difficult to predict our future operating results. We
have incurred net losses of approximately $52 million from our inception in
December 5, 1995, through October 31, 1999. For the three months ended October
31, 1999, we reported net income of $60,466. Our ability to continue to generate
revenue growth in the future is subject to uncertainty. In order to maintain
profitability, we must continue to increase our revenues. We cannot assure you
that we will be able to increase revenues or achieve profitability.
Uncertainty of Future Capital Requirements
Since our inception, we have been dependent on outside financing to fund
our operations and growth. We have raised approximately $47 million from private
placements and incurred losses of approximately $52 million since our inception
through October 31, 1999. We experienced revenue growth in the last two quarters
of the fiscal year ended July 31, 1999 and the first quarter of fiscal year
ended July 31, 2000 as a result of the implementation of the new business
strategy. This shift in our business strategy has resulted in a reduction in
overhead expenses and, if revenues continue to grow as demonstrated in the last
three-quarters, we hope to achieve profitability for the balance of fiscal 2000.
We currently expect that cash on hand and funds from operations, together with
our line of credit with the Silicon Valley Bank for a maximum of $3.5 million
and the $3 million investment in the Company in November 1999, will be
sufficient to cover our minimum foreseeable working capital, capital expenditure
and debt service requirements for the next 12 months. However, if we do not
maintain profitability and generate positive cash flow as anticipated, our
ability to continue as a going concern will be jeopardized unless additional
outside financing can be obtained.
Uncertainty of Future Funding
If we do not maintain profitability and generate positive cash flow as
anticipated, we may need additional outside financing. Even if we do maintain
profitability and positive cash flow, we may need outside financing to fund
further growth of our business. We do not know at this time when we may need
additional funds, and we cannot be certain that if we do need additional funds
in the future that we will be able to obtain them on terms satisfactory to us,
if at all. If we are unable to raise additional funds when necessary, we may
have to reduce planned capital expenditures, scale back our operations or growth
or enter into financing arrangements on terms which we would not otherwise
accept.
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<PAGE>
Intense Competition in Training Market
We face substantial competition in the training market. Competition in the
Internet/intranet training market is intense, rapidly changing and affected by
the rapidly evolving nature of the Internet/intranet industry. A number of other
companies offer products and services similar to ours, and additional new
competitors may emerge in the near future. Many of our existing competitors have
substantially greater capital resources, technical expertise, marketing
experience, research and development status, established customers and
facilities than we do. As a result, there is a risk that we will not be able to
successfully compete with existing and future competitors which would adversely
affect our financial performance.
Need to Respond to Rapid Technological Changes
In our industry, technology advances rapidly and industry standards change
frequently. To remain competitive and achieve profitability, we must continually
enhance our existing products and services and promptly introduce new products,
services and technologies to meet the changing demands of our customers. Our
failure to respond to technological changes quickly will adversely affect our
financial performance.
Effect of Market Overhang on Stock Price
Future sales of our Common Stock could depress the market price of our
Common Stock. In addition, the perception that such sales will occur could also
adversely affect the price. Under this Prospectus, the selling stockholders
under those registration statements may sell approximately 5,200,000 shares (or
approximately 27%) of the shares of Common Stock currently outstanding (on a
fully-diluted basis). These shares were privately issued and are otherwise
subject to restrictions on resale under securities laws. Any such sales, or even
the market perception that such sales could be made, may depress the price of
the Common Stock. The majority of the shares registered are already saleable
under Rule 144.
Volatility of Stock Price
Our Common Stock has experienced substantial price volatility and such
volatility may continue to occur in the future. Additionally, the stock market
from time to time experiences significant price and volume fluctuations that are
unrelated to the operating performance of particular companies. These broad
market fluctuations may also adversely effect the market price of our Common
Stock. In addition to such broad market fluctuations, factors such as the
following may have a significant effect on the market price of our Common Stock:
. Fluctuations in our operating results.
. The perception by others of our ability to obtain any necessary new
financing.
. Limited trading market for our Common Stock.
. Announcements of new ventures or products and services by us or our
competitors.
4
<PAGE>
No Foreseeable Dividends
We have never paid cash dividends and we do not anticipate paying any cash
dividends in the foreseeable future. We intend to retain future earnings for
reinvestment in our business. Any future determination to pay cash dividends
will be at the discretion of our Board of Directors and will be dependent upon
our financial condition, results of operations, capital requirements and such
other factors as the Board of Directors deems relevant.
Year 2000 Issue Risks
Many existing computer systems and applications, and other control devices,
use only two digits to identify a year in the date field, without considering
the impact of the recent change in century. As a result, such systems and
applications could fail or create erroneous results unless corrected so that
they can process data related to the year 2000. We rely on our systems,
applications and devices, including financial systems, registration systems,
embedded computer chips, networks and telecommunications equipment.
In fiscal 1999, we completed our Year 2000 assessment and determined our
financial system needed to be updated at an expected cost of less than $3,000.
The update was completed in fiscal 1999. We have received assurances from our
other software vendors that their systems are Year 2000 compliant. In addition,
we have conducted an inventory, review and assessment of our personal computers,
networks and servers and desktop software applications to determine whether they
support Year 2000 date codes and we believe that all are Year 2000 compliant. In
the event of an unexpected failure in one of our systems, our employees would be
able to continue operations on a manual basis until such systems have been
restored to full operating capacity. The total cost of our Year 2000 compliance
was not significant.
We have contacted our key vendors and service suppliers to determine the
extent to which we are vulnerable to their failure to address the Year 2000
problem. We have received verbal assurances from these key suppliers that their
systems are Year 2000 compliant. Although we do not believe our operations will
be significantly disrupted even if third parties with whom we have relationships
are not Year 2000 compliant, we cannot guarantee that any Year 2000 compliance
problems of our suppliers will not negatively affect our financial performance.
If our key suppliers are unable to provide us sufficient quantities of materials
or goods as a result of their failure to be Year 2000 compliant, we believe that
we can obtain adequate supplies of materials and goods at comparable prices from
other sources. Because uncertainty exists concerning the potential costs and
effects associated with any Year 2000 compliance, we intend to continue to make
efforts to ensure that third parties with whom we have relationships are Year
2000 compliant.
The Year 2000 problem could also have an effect on our customers. If
customers delay or forego purchasing our products based upon Year 2000 related
issues, it could affect our operating results. Based upon our evaluation of our
current information, we do not believe such an occurrence is likely. However, we
cannot control the Year 2000 readiness of third parties and such a risk is
possible.
Impact of Certain Anti-Takeover Provisions On Market Value of Stock
Our Bylaws contain certain provisions that may discourage other persons
from attempting to acquire control of us. These provisions include, but are not
limited to:
. A staggered Board of Directors.
5
<PAGE>
. The elimination of the right of stockholders to act by written consent
without a meeting, except unanimously.
. The establishment of advance notice requirements for director
nominations and actions to be taken at annual meetings.
Such provisions, as well as the anti-takeover provisions of Sections 78.411
through 78.444 of the Nevada Revised Statutes, could impede a merger,
consolidation, takeover or other business combination involving us or discourage
a potential acquiror from making a tender offer or otherwise attempting to take
control of us. In certain circumstances, the fact that corporate devices are in
place that will inhibit or discourage takeover attempts could reduce the market
value of our Common Stock.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with the SEC
concerning our business and operations. We file annual, quarterly and special
reports, proxy statements and other information with the SEC. You can read and
copy these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You
can also copy and inspect such reports, proxy statements and other information
at the following regional offices of the SEC:
New York Regional Office Chicago Regional Office
7 World Trade Center Citicorp Center
Suite 1300 500 West Madison Street
New York, NY 10048 Suite 1400
Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public on the SEC's
web site at http://www.sec.gov. You can also inspect our reports, proxy
statements and other information at the offices of the Nasdaq Stock Market.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this Prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below (File No.
000-21535) and any future filings made with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934:
. Annual Report on Form 10-K for the fiscal year ended July 31, 1999
(including information specifically incorporated by reference into our
Form 10-K from our Proxy Statement for our 1999 Annual Meeting of
Stockholders);
. Quarterly Report on Form 10-Q for the quarter ended October 31, 1999;
. The description of our Common Stock contained in the Registration
Statement on Form 8-A dated October 11, 1996.
6
<PAGE>
This Prospectus is part of four Registration Statements we filed with the
SEC (Nos. 333-11247, 333-28993, 333-35249 and 333-30336). You may request a
free copy of any of the above filings by writing or calling:
Investor Relations
ProsoftTraining.com
3001 Bee Caves Rd., Suite 100
Austin, TX 78746
Phone (512) 328-6140, Ext. 300
You should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement to this Prospectus. We have not
authorized anyone else to provide you with different information. The Selling
Stockholders should not make an offer of these Shares in any state where the
offer is not permitted. You should not assume that the information in this
Prospectus or any supplement to this Prospectus is accurate as of any date other
than the date on the cover page of this Prospectus or any supplement.
FORWARD-LOOKING STATEMENTS
This Prospectus, including the documents incorporated by reference in this
Prospectus, contain forward-looking statements which reflected our views at the
time the documents were filed regarding future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties
which could cause actual results to differ materially from historical results or
the results we expected at the time of filing. The words "believe," "expect,"
"anticipate" and similar expressions identify forward-looking statements, which
speak only as of the dates on which they were made. We undertake no obligation
to publically update or revise any forward-looking statements, whether it is as
a result of new information, future events or otherwise. You should not unduly
rely on these forward-looking statements.
ABOUT PROSOFTTRAINING.COM
We provide comprehensive Internet skills training courses, Internet skills
certification programs and instructors to teach the training courses and
certification. We offer more than 50 instructor-led Internet skills courses
ranging from 1-day end-user workshops to 10-day certification programs. Our
Certified Internet Webmaster Program creates the professional skills required to
develop and implement e-business solutions in the Internet age. Our
certification testing program is administered worldwide by testing leaders
Sylvan Prometric and VUE. We also sell our courseware to Authorized Training
Center Resellers.
We originally incorporated in Nevada in March 1985 as Tel-Fed, Inc. Our
business was initially operated as a sole proprietorship (the "Proprietorship")
beginning in February 1995. In December 1995, ProSoft Development Corp., a
California corporation ("Old ProSoft") was incorporated and acquired the
business from the Proprietorship effective January 1, 1996. In March 1996, we
entered into a reorganization (the "Reorganization") with Old ProSoft and the
Old ProSoft shareholders. In the Reorganization, we issued shares of our Common
Stock to the Old ProSoft shareholders in exchange for their shares of Old
ProSoft and changed our name to ProSoft Development, Inc. As a result, Old
ProSoft became our wholly-owned subsidiary. From our incorporation until the
Reorganization, we had no significant operations. We changed our name to Prosoft
I-Net Solutions, Inc. in October 1996 and to ProsoftTraining.com in January
1999.
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Our executive offices are located at 3001 Bee Caves Road, Suite 100,
Austin, Texas 78746, and our telephone number is (512) 328-6140.
THE OFFERING
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Common Stock Offered by the Selling Stockholders....................... 5,164,672 shares(1)
Common Stock to be outstanding after this Offering..................... 19,475,353 shares(1)(2)
Use of Proceeds........................................................ Other than the exercise price of the common stock
purchase warrants ("Warrants") which are exercisable, we
will receive none of the proceeds from the sale of shares
by the Selling Stockholders. We would receive gross
proceeds of approximately $2,100,000 if all of the
Warrants are exercised. Any proceeds we receive will be
utilized for working capital and general corporate
purposes.
NASDAQ SmallCap Symbol................................................. POSO
</TABLE>
- --------------------
(1) Includes 1,525,314 shares issuable upon exercise of the Warrants.
(2) Does not include 2,025,991 shares reserved for issuance upon the exercise
of outstanding stock options.
USE OF PROCEEDS
Other than the exercise price of such of the Warrants as may be exercised,
we will not receive any proceeds from the sale of Shares by the Selling
Stockholders. Holders of the Warrants are not obligated to exercise their
Warrants, and there can be no assurance that they will choose to exercise all or
any of their Warrants. The gross proceeds to us in the event that all of the
Warrants are exercised would be approximately $2,100,000. Proceeds we receive,
if any, will be utilized for working capital and general corporate purposes.
8
<PAGE>
SELLING STOCKHOLDERS
All of the Shares offered by this Prospectus are being offered by the
Selling Stockholders for their own respective accounts. Substantially all of the
Selling Stockholders purchased their Shares in private placement investments in
us or Old Prosoft which we believe were exempt from the registration
requirements of federal securities law under the Regulation D private placement
exemption. The following table sets forth certain information as of January 31,
2000, with respect to the Selling Stockholders:
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<CAPTION>
Shares Shares Shares
Beneficially Owned Covered Beneficially Owned
Prior to By after the
Name of Selling Stockholder Offering Prospectus Offering(1)
- --------------------------- -------- ---------- -----------
<S> <C> <C> <C>
AGAPE International Center of Truth 4,000 4,000 0
Alaimo, Janet 2,000 2,000 0
Anderson, Erik T. 6,188 6,188 0
Baco, Raymundo C. 21,340 8,840 12,500(2)
Baird, Jerrell M. (3) 314,454 114,454 200,000(4)
Brown, David H. 70,000 70,000 0
Bussell, Mark 55,000 55,000 0
Cahill, John 150,000 50,000 100,000(2)
Calamitous L.C. 15,000 15,000 0
Charles Schwab and Company FBO Matthew Linsey 56,888 56,888 0
Clark Fork Medical Assn. Trust 22,891 22,981 0
Corbin, Brooks A. (5) 2,333 2,333 0
Cranshire Capital, L.P. 284,801 284,801 0
D'Ambrosio, Louis J. 57,228 57,228 0
Data Sales 80,959 80,959 0
Davis, Anne T. 5,378 5,378 0
Davis, Gart D. 179,388 161,888 17,500(2)
DLJSC FBO Franklin Coffey 40,000 40,000 0
Dorton, David 15,000 15,000 0
Dowling, Benjamin 300 300 0
Eagle Growth Limited Partnership 228,906 228,906 0
Ebbets Field International, Ltd. 285,235 285,235 0
F&S Partnership 25,000 25,000 0
Fidelity Management Trust Co. FBO Donald Halcomb IRA 50,000 50,000 0
Fidelity Management Trust Co. FBO John Ryan IRA 25,000 25,000 0
Fidelity Management Trust Co. FBO David I. Perl IRA (6) 120,331 10,000 110,331(2)
Fleming, David 5,000 5,000 0
Fliege, James Ritchie 23,614 23,614 0
Franklin, William I. 110,228 110,228 0
Fuller, Joyce 7,500 7,500 0
Fuller, Lawrence W. 5,000 5,000 0
Fuller, J. William (7) 33,991 33,291 700(2)
Geren, Preston M. III, Trustee 107,228 107,228 0
Gladstein, Gary 57,228 57,228 0
</TABLE>
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<TABLE>
<CAPTION>
Shares Shares Shares
Beneficially Owned Covered Beneficially Owned
Prior to By after the
Name of Selling Stockholder Offering Prospectus Offering(1)
- --------------------------- -------- ---------- -----------
<S> <C> <C> <C>
Gramm, Colton 28,614 28,614 0
International Webmaster Association 20,000 20,000 0
Investor Contacts Ltd. 222,150 222,150 0
Judkins, Bary 5,000 5,000 0
Ketcher, Frederick 26,509 26,509 0
Kesselring, William 64,300 64,300 0
Khaled, Michael E. 25,000 25,000 0
King, Bradley J. 6,188 6,188 0
Kopor, Betsy 500 500 0
Korn, Jeffrey G. (8) 86,500 11,500 75,000(2)
Luntz, Jerry 2,770 1,700 1,070(2)
MacNamara, John 150,000 50,000 100,000(2)
Montesi, Terry 48,342 48,342 0
Morgan Guaranty Trust Company of New York, as
Investment Manager for the Alfred F. Sloan Foundation
(Multi-Market Account) (9) 103,025 103,025 0
Morgan Guaranty Trust Company of New York, as Trustee
of the Multi-Market Special Investment Trust Fund of Morgan
Guaranty Trust Company of New York (9) 103,025 103,025 0
Morgan Guaranty Trust Company of New York, as Trustee
of the Commingled Pension Trust Fund (Multi-Market Special
Investment Fund II) of Morgan Guaranty Trust Company of New
York (9) 228,811 228,811 0
Olafson, Gregory 45,000 45,000 0
Pabrai, Tina Malkai 279,896 207,312 72,584(2)
Pabrai, Uday Om (10) 2,862 2,862 0
Peninsula Fund L.P. 171,681 171,681 0
Peterson, Melvin D. 5,000 5,000 0
Quota Rabbico N.V.-Shapiro 171,626 171,626 0
Redmond, Richard & Diana 20,000 20,000 0
Richardson, William E. (11) 25,000 25,000 0
Ropar LLC 30,000 30,000 0
Rosen, Harvey 160,000 160,000 0
Rousseau, Darren A. 2,620 2,620 0
Ruenitz & Associates 28,614 28,614 0
Schmidt Family Trust 20,000 20,000 0
Service Master Venture Fund, LLC 572,268 572,268 0
Shannon Free Airport Development Company Ltd. 120,864 120,864 0
Shannon Ventures Ltd. 12,500 12,500 0
Shapiro, Steven 22,885 22,885 0
Siegel, Richard 28,933 28,933 0
Siegfried & Jenson 401K Plan FBO Michael R. Richman 5,000 5,000 0
</TABLE>
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<TABLE>
<CAPTION>
Shares Shares Shares
Beneficially Owned Covered Beneficially Owned
Prior to By after the
Name of Selling Stockholder Offering Prospectus Offering(1)
- --------------------------- -------- ---------- -----------
<S> <C> <C> <C>
Siegfried & Jenson 401K Plan FBO Ned Siegfried 10,000 10,000 0
Stallman, Andrew (12) 48,500 15,000 33,500(2)
Suleiman, Anver 10,978 6,700 4,278(2)
Suleiman, John 5,892 3,600 2,292(2)
Trimble, Kelly 371 371 0
Turnbow Investment Co. L.C. 5,724 5,724 0
Turnbow, Lynn 134,571 134,571 0
Underwood, Gerald B. 5,000 5,000 0
Underwood, Kevin 2,000 2,000 0
Vanderhoof, Clark D. 10,000 10,000 0
Vanderhoof, Michael D. 129,454 129,454 0
VanZandt, Gloria 12,891 12,891 0
Wilen, Sylvia 10,700 10,700 0
Williams, David R. 10,000 10,000 0
Williams, Kelly 1,000 1,000 0
Wilson, D. Ross 10,000 10,000 0
WWW Internet Fund 164,454 164,454 0
------------ ---------- --------
5,894,427(13) 5,164,672 (14) 729,755
============ ========== ========
</TABLE>
- --------------------
(1) Assumes that each Selling Stockholder sells all of the Shares to which this
Prospectus relates.
(2) Represents less than 1% of our shares after this offering.
(3) Mr. Baird is Chairman of the Board and Chief Executive Officer of the
Company.
(4) Represents 1.1% of our shares after this offering.
(5) Mr. Corbin is a former officer of the Company.
(6) Mr. Perl is Chief Operating Officer of the Company.
(7) Mr. Fuller is a Director of the Company.
(8) Mr. Korn is a Director of the Company.
(9) J.P. Morgan & Co., Incorporated is the ultimate parent of the trustee of
each of these stockholders.
(10) Mr. Pabrai is a former officer and Director of the Company.
(11) Mr. Richardson is a former Director of the Company.
(12) Mr. Stallman is a former Director of the Company.
(13) Includes 379,331 shares subject to currently exercisable options and
1,525,314 shares subject to currently exercisable warrants of the Company.
(14) Includes 1,525,314 shares subject to currently exercisable warrants.
PLAN OF DISTRIBUTION
We are registering the Shares on behalf of the Selling Stockholders. As
used in this Prospectus, the term "Selling Stockholder" includes donees and
pledgees selling Shares received from a named Selling Stockholder after the date
of this Prospectus. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by us. The Selling
Stockholders will pay any brokerage commissions or similar selling expenses
attributable to the sale of the Shares. The Selling Stockholders may effect
sales of Shares from time to time in one or more types of transactions (which
may include block transactions) on the Nasdaq SmallCap Market, in negotiated
transactions, through put or call options transactions relating to the Shares,
11
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through short sales of Shares, or a combination of such methods of sale, at
market prices prevailing at the time of sale, or at negotiated prices. These
transactions may involve brokers or dealers.
The Selling Stockholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The Selling Stockholders and any broker-dealers that act in connection with
the sale of Shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933 (the "Securities Act"), and any
commissions received by such broker-dealers and any profit on the resale of the
Shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify each Selling Stockholder against certain liabilities, including
liabilities arising under the Securities Act. The Selling Stockholders may agree
to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
The Selling Stockholders will be subject to the prospectus delivery
requirements of the Securities Act because they may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act. We
have informed the Selling Stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Securities Exchange Act of 1934 may apply to
their sales in the market.
Selling Stockholders also may resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
Upon notification to us by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealers, (ii) the number of Shares involved, (iii) the
price at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, (v) that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. In addition, upon notification to us by a Selling
Stockholder that a donee or pledgee intends to sell more than 500 Shares, a
supplement to this Prospectus will be filed.
EXPERTS
The consolidated financial statements of the Company as of July 31, 1999
and 1998, and for the years then ended, appearing in our Annual Report on Form
10-K for the year ended July 31, 1999, have been audited by Grant Thornton LLP,
Independent Auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited our consolidated
balance sheet as of July 31, 1997 (not presented separately therein), and the
related consolidated statements of operations, stockholders'
12
<PAGE>
equity, and cash flows for the year ended July 31, 1997, included in our Annual
Report on Form 10-K for the year ended July 31, 1999, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our consolidated financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All of the amounts
shown are estimates, except the Securities and Exchange Commission registration
and NASDAQ filing fees.
Securities and Exchange Commission registration fee.................. $ 950
Accounting fees and expenses......................................... $ 2,000
Blue sky fees and expenses (including counsel fees).................. $ 2,000
Other legal fees and legal expenses.................................. $ 10,000
Miscellaneous expenses............................................... $ 1,000
---------
Total........................................................... $ 15,950
Item 15. Indemnification of Directors and Officers.
The Nevada Private Corporation Law ("NPCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to (x) any action or suit by or in the right
of the corporation against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred, in connection with the
defense or settlement believed to be in, or not opposed to, the best interests
of the corporation, except that indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction to be liable to the corporation or for amounts paid in
settlement to the corporation and (y) any other action or suit or proceeding
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred, if he or she acted in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, reasonable cause to believe his or her conduct was unlawful. To the
extent that a director, officer, employee or agent has been "successful on the
merits or otherwise" the corporation must indemnify such person. The articles of
incorporation or bylaws may provide that the expenses of officers and directors
incurred in defending any such action must be paid as incurred and in advance of
the final disposition of such action. The NPCL also permits the corporation to
purchase and maintain insurance on behalf of the corporation's directors and
officers against any liability arising out of their status as such, whether or
not the corporation would have the power to indemnify him against such
liability. These provisions may be sufficiently broad to indemnify such persons
for liabilities arising under the Securities Act.
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify any director or officer of the Company in connection with
certain actions, suits or proceedings, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred. The Company is also required to pay any expenses incurred by a
director or officer in defending the Company or its stockholders for damages for
breach of fiduciary duty as a director or officer, provided that such a
II-1
<PAGE>
provision must not eliminate or limit the liability of a director or officer
for: (a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (b) the payment of illegal distributions. The
Company's Restated Articles of Incorporation include a provision eliminating the
personal liability of directors for breach of fiduciary duty except that such
provision will not eliminate or limit any liability which may not be so
eliminated or limited under applicable law.
The Company's Bylaws generally require the Company to indemnify, as well as
to advance expenses, to its directors and its officers to the fullest extent
permitted by Nevada Law upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it should be ultimately determined
that they are not entitled to indemnification by the Company. The Company has
also entered into indemnification agreements with its directors and officers
which similarly provide for the indemnification and advancement of expenses by
the Company.
The Company maintains liability insurance for its directors and officers
covering, subject to certain exceptions, any actual or alleged negligent act,
error, omission, misstatement, misleading statement, neglect or breach of duty
by such directors or officers, individually or collectively, in the discharge of
their duties in their capacity as directors or officers of the Company.
Item 16. Exhibits and Financial Statement Schedules.
(a) Index of Exhibits
Exhibit Description of Exhibits
No.
- ----------- -----------------------------------------------------------------
2 Agreement and Plan of Reorganization dated March 26, 1996 between
the Company, Pro-Soft Development Corp. and the shareholders of
Pro-Soft Development Corp. Filed as Exhibit 2 to the Company's
Registration Statement on Form S-1 (No. 333-11247) ("Registration
Statement No. 333-11247") and incorporated herein by reference.*
3.1 Restated Articles of Incorporation of the Company, as amended.
Filed as Exhibit 3.1 to Registration Statement 333-35249
("Registration Statement No. 333-35249") and incorporated herein
by reference.*
3.2 Amended and Restated Bylaws of the Company. Filed as Exhibit 3.2
to Registration Statement No. 333-11247 and incorporated herein
by reference.*
4 Specimen Stock Certificate. Filed as Exhibit 4 to Registration
Statement No. 333-11247 and incorporated herein by reference.*
5.1 Opinion of Hewitt & McGuire, LLP
10.1 Pro-Soft Development Corp. 1996 Stock Option Plan. Filed as
Exhibit 10.1 to Registration Statement No. 333-11247 and
incorporated herein by reference.*
10.2 ProsoftTraining.com Amended 1996 Stock Option Plan. Filed as
Exhibit 10.2 to Registration Statement No. 333-35249 and
incorporated herein by reference.*
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<PAGE>
Exhibit Description of Exhibits
No.
- ----------- -----------------------------------------------------------------
10.3 Stock and Warrant Purchase Agreement dated April 15, 1996 by and
among the Company, Donald L. Danks, Keith D. Freadhoff, Douglas
Hartman and various investors. Filed as Exhibit 10.3 to
Registration Statement No. 333-11247 and incorporated herein by
reference.*
10.4 Form of Registration and Lock-Up Agreement dated September __,
1996 between the Company and certain of the Selling Stockholders.
Filed as Exhibit 10.5 to Registration Statement No. 333-11247 and
incorporated herein by reference.*
10.5 Form of Indemnification Agreement between the Company and its
Directors and Officers. Filed as Exhibit 10.13 to Registration
Statement No. 333-11247 and incorporated herein by reference.*
10.6 Office Building Lease dated as of December 16, 1996 between
COSCAN California Limited Partnership and the Company. Filed as
Exhibit 10 to the Company's Report on Form 10-Q for the quarter
ended January 31, 1997 and incorporated herein by reference.*
10.7 Form of Subscription Agreement, entered into in February through
April 1997, between the Company and various investors. Filed as
Exhibit 10.16 to Registration Statement No. 333-11247 and
incorporated herein by reference.*
10.8 Registration Rights Agreement dated as of March 13, 1997 among
the Company and various investors. Filed as Exhibit 10.17 to
Registration Statement No. 333-11247 and incorporated herein by
reference.*
10.9 Form of Subscription Agreement, entered into in November 1997
between the Company and various investors. Filed as Exhibit 10.21
to Registration Statement 333-35249 and incorporated herein by
reference.*
10.10 Registration Rights Agreement dated as of November 12, 1997 among
the Company and various investors. Filed as Exhibit 10.22 to
Registration Statement 333-35249 and incorporated herein by
reference.*
10.11 Stock Purchase Agreement dated as of January 1, 1998 by and
between the Company and Uday O. Pabrai with respect to all
outstanding capital stock of Net Guru Technologies, Inc. Filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K dated
January 1, 1998 and incorporated herein by reference.*
10.12 Employment Agreement dated January 1, 1998 between the Company
and Uday O. Pabrai. Filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K dated January 1, 1998 and incorporated
herein by reference.*
10.13 Promissory Note dated June 18, 1998, made by Uday Pabrai in favor
of the Company. Filed as Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the year ending July 31, 1998 ("1998 Form
10-K") and incorporated herein by reference.*
II-3
<PAGE>
Exhibit Description of Exhibits
No.
- ----------- -----------------------------------------------------------------
10.14 Consulting Agreement dated April 30, 1998, between Investment
Transaction, LLC and the Company. Filed as Exhibit 10.17 to the
Company's 1998 Form 10-K and incorporated herein by reference.*
10.15 Form of Stock Purchase Agreement dated as of November 18, 1998 by
and among the Company and various investors. Filed as Exhibit
10.18 to Registration Statement No. 333-35249 and incorporated
herein by reference.*
10.16 Note and Warrant Purchase Agreement dated as of December 2, 1998
by and among the Company and various investors. Filed as Exhibit
10.19 to Registration Statement No. 333-35249 and incorporated
herein by reference.*
10.17 Registration Rights Agreement dated as of December 2, 1998 among
the Company and various investors. Filed as Exhibit 10.20 to
Registration Statement No. 333-35249 and incorporated herein by
reference.*
10.18 Accounts Receivable Purchase Agreement dated as of November 6,
1998 by and between the Company and Silicon Valley Financial
Services (a division of Silicon Valley Bank). Filed as Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 1999 and incorporated herein
by reference.*
10.19 Consultant Agreement dated July 1, 1999 by and between the
Company and Investment Transaction, LLC. Filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1999 and incorporated herein by
reference.*
10.20 Employment Agreement dated January 1, 1999 between Prosoft I-Net
Solutions, Inc. and David I. Perl. Filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 30, 1999 and incorporated herein by reference.*
10.21 Employment Agreement dated January 1, 1999 between Prosoft I-Net
Solutions, Inc. and Uday O. Pabrai. Filed as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 30, 1999 and incorporated herein by reference.*
10.22 Employment Agreement dated January 1, 1999 between Prosoft I-Net
Solutions, Inc. and Jerrell M. Baird. Filed as Exhibit 10.4 to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1999 and incorporated herein by
reference.*
10.23 Securities Purchase Agreement dated as of November 22, 1999 among
ProsoftTraining.com and Hunt Capital Growth Fund, II L.P. Filed
as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended October 31, 1999 and incorporated
herein by reference.*
II-4
<PAGE>
Exhibit Description of Exhibits
No.
- ----------- -----------------------------------------------------------------
10.24 Registration Rights Agreement dated as of November 22, 1999 among
ProsoftTraining.com and Hunt Capital Growth Fund, II L.P. Filed
as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended October 31, 1999 and incorporated
herein by reference.*
10.25 Warrant Agreement dated as of November 22, 1999 among
ProsoftTraining.com and Hunt Capital Growth Fund, II L.P. Filed
as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended October 31, 1999 and incorporated
herein by reference.*
21 Subsidiaries of the Company. Filed as Exhibit 21 to the Company's
1998 Form 10-K for the year ending July 31, 1998 and incorporated
herein by reference.*
23.1 Consent of Grant Thornton LLP, Independent Auditors.*
23.2 Consent of Ernst & Young LLP, Independent Auditors.*
23.3 Consent of Hewitt & McGuire, LLP (included in the opinion to be
filed as Exhibit 5.1).
24 Power of Attorney.*
- ------------------
* Previously filed.
II-5
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually,
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
notwithstanding the foregoing, 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)
(230.424(b) of this Chapter) if, in the aggregate, the changes
in 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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the Offering of such securities at that time
shall be deemed to be the initial bona fide Offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the Offering.
Insofar as indemnification for liabilities arising from the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas on the 25th day of February, 2000.
PROSOFTTRAINING.COM
By: /s/ Jerrell M. Baird
--------------------------
Jerrell M. Baird,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Jerrell M. Baird Chief Executive Officer and February 25, 2000
- ---------------------------
Jerrell M. Baird Chairman of the Board (Principal
Executive Officer)
/s/ William J. Weronick Vice President, Finance February 25, 2000
- ---------------------------
William J. Weronick (Principal Financial and Accounting
Officer)
/s/ J. William Fuller* Director February 25, 2000
- ---------------------------
J. William Fuller
/s/ Richard J. Groeneweg* Director February 25, 2000
- ---------------------------
Richard J. Groeneweg
</TABLE>
II-7
<PAGE>
/s/ J.R. Holland* Director February 25, 2000
- ---------------------------
J.R. Holland
/s/ Jeffrey G. Korn* Director February 25, 2000
- ---------------------------
Jeffrey G. Korn
/s/ Charles McCusker* Director February 25, 2000
- ---------------------------
Charles McCusker
/s/ Dr. Edward Walsh* Director February 25, 2000
- ---------------------------
Dr. Edward Walsh
*By: /s/ william J. Weronick
-----------------------
William J. Weronick
Attorney-in-Fact
II-8
<PAGE>
Exhibit 5.1
February 22, 2000
ProsoftTraining.com
3001 Bee Caves Rd., Suite 100
Austin, TX 78746
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
We have acted as your legal counsel in the preparation of the Form S-3
Registration Statement ("Registration Statement") which has been filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 298,070 shares (the
"Shares") of Common Stock, $.001 par value, of ProsoftTraining.com, a Nevada
corporation (the "Company"). This opinion is delivered as to the Shares, of
which 59,111 are currently issued and outstanding (the "Existing Shares"), and
238,959 (the "Warrant Shares") are issuable upon exercise of outstanding common
stock purchase warrants (the "Warrants").
As such legal counsel, we have made such legal and factual inquiries
as we deemed necessary under the circumstances for the purposes of rendering
this opinion. In reliance thereon, we are of the opinion that:
(i) The Existing Shares have been legally and validly issued and are
fully paid and nonassessable; and
(ii) The Warrant Shares, when issued pursuant to the terms of the
Warrants, shall be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Hewitt & McGuire, LLP
HEWITT & McGUIRE, LLP
