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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOMECOM COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7371 58-2153309
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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Building 14, Suite 100,
3535 Piedmont Rd.
Atlanta, GA 30305
(404) 237-4646
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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HARVEY W. SAX
CHIEF EXECUTIVE OFFICER
HOMECOM COMMUNICATIONS, INC.
BUILDING 14, SUITE 100,
3535 PIEDMONT RD.
ATLANTA, GA 30305
(404) 237-4646
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
RAYMOND L. MOSS, ESQUIRE
SIMS MOSS KLINE & DAVIS LLP
400 NORTHPARK TOWN CENTER STE. 310
1000 ABERNATHY ROAD, N.E.
ATLANTA, GA 30328
(770) 481-7200
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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, please check the following box. [_]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [X] 333-42599
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 this form is a post-effective amendment filed pursuant to Rule
462(d) under
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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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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Number of Shares Offering Aggregate Offering Registration
Securities to be Registered to be Registered (2) Price Per Share (1) Price (1) Fee
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Common Stock, par value 228,572 $4.59375 $1,050,003 $309.75
.0001 per share
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act. On May 8, 1998, the average of the
closing bid and ask price, which is quoted on the Nasdaq SmallCap(TM)
Market under the symbol "HCOM" was $4.59375 per share.
(2) 850,000 shares were previously registered under Registration Statement
No. 333-42599, in connection with which the Registrant paid aggregate
filing fees of $2,069.45.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in (i) the Registration Statement on Form S-1
filed by the Company with the Securities and Exchange Commission (File No.
333-42599) pursuant to the Securities Act of 1933, as amended, and (ii) the
related Prospectus filed under Rule 424(b)(4), is incorporated by reference
herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Atlanta,
State of Georgia on the 29th day of January, 1998.
HomeCom Communications, Inc.
By: /s/ Harvey W. Sax
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Harvey W. Sax
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harvey W. Sax and Norman H. Smith, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ NORMAN H. SMITH President and Chief Executive January 29, 1998
As Attorney-In-Fact Officer (Principal Executive
- ----------------------- Officer)
Harvey W. Sax
/s/ NORMAN H. SMITH Executive Vice President and January 29, 1998
As Attorney-In-Fact Director
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Nat Stricklen
/s/ NORMAN H. SMITH Executive Vice President and January 29, 1998
As Attorney-In-Fact Director
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Krishan Puri
/s/ NORMAN H. SMITH Chief Technical Officer and Director January 29, 1998
As Attorney-In-Fact
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Gia Bokuchava, Ph.D.
/s/ NORMAN H. SMITH Vice President and Director January 29, 1998
As Attorney-In-Fact
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Roger Nebel
/s/ NORMAN H. SMITH Chief Financial Officer January 29, 1998
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Norman H. Smith
/s/ NORMAN H. SMITH Director January 29, 1998
As Attorney-In-Fact
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Gregory Abowd
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EXHIBIT INDEX
Exhibit Description Page No.
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5.1 Opinion of Sims Moss Kline & Davis LLP*
23.1 Consent of Sims Moss Kline & Davis LLP
(contained in Exhibit 5.1)*
23.2 Consent of Coopers & Lybrand LLP.*
24.1 Power of Attorney**
* filed herewith.
** previously filed.
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EXHIBIT 5.1
May 14, 1998
HomeCom Communications, Inc.
Suite 100, Building 14
Piedmont Center
3535 Piedmont Road
Atlanta, Georgia 30305
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), by HomeCom Communications, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on May 14, 1998 (the
"Rule 462(b) Registration Statement"), relating to the registration under the
Securities Act of 228,572 shares of the Company's common stock, par value
$0.0001 per share (the "Stock"), being offered by certain selling shareholders
(the "Selling Shareholders").
As counsel to the Company, we have examined such corporate records,
documents, instruments, certificates of public officials and of the Company and
such questions of law as we have deemed necessary for the purpose of rendering
the opinions set forth herein. We have also examined the Company's
Registration Statement on Form S-1 (the "Initial Registration Statement") filed
on December 18, 1997 (Registration No. 333-42599), and Amendment No. 1 thereto
filed on January 29, 1998, and Post-Effective Amendment No. 1 thereto filed on
May 14, 1998 relating to the registration under the Securities Act of
the Stock, which is incorporated by reference by the Rule 462(b) Registration
Statement.
We are of the opinion that (a) the shares of Stock to be offered and sold
by the Company have been duly authorized and, when issued and sold by the
Company in the manner described in the Initial Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be legally issued, fully paid and nonassessable, and (b) the
shares of Stock that may be sold by the Selling Shareholders are legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Rule 462(b)
Registration Statement and further consent to all references to us in any of
the Rule 462(b) Registration Statement, the Initial Registration Statement
incorporated by reference therein, and any amendments thereto.
Very truly yours,
/s/ SIMS MOSS KLINE & DAVIS LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-1 of our report, which includes an explanatory paragraph relating to the
uncertainty of the Company's ability to continue as a going concern, dated
March 13, 1998, on our audits of the financial statements of HomeCom
Communications, Inc., appearing in Registration Statement No. 333-42599 of
HOmeCom Communications, Inc. We also consent to the reference to our firm under
the caption "Experts" appearing therein.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
May 14, 1998
