<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1998
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JAVELIN SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1945748
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
17901 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
(949) 440-8000
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD P. STACK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
JAVELIN SYSTEMS, INC.
17891 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
(619) 440-8000
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
Jeremy D. Glaser, Esq. Cameron Jay Rains, Esq.
Michael A. Newman, Esq. Scott M. Stanton, Esq.
Adam C. Lenain, Esq. Christian Waage, Esq.
Cooley Godward LLP Gray Cary Ware & Freidenrich LLP
4365 Executive Drive, Suite 1100 4365 Executive Drive, Suite 1600
San Diego, California 92121 San Diego, California 92121
(619) 550-6000 (619) 677-1400
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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 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. / /
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/ 333-63993
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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE(3) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 115,000 shares $6.75 $776,250 $215.80
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(1) Includes 15,000 shares that the Underwriters have the option to purchase
from the Company to cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 1,437,500 shares of
for which the registration fee has previously been paid.
(3) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM SB-2
(FILE NO. 333-63993)
Javelin Systems, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form SB-2 in its entirety the
Registration Statement on Form SB-2, as amended (File No. 333-63993),
declared effective on October 26, 1998 by the Securities and Exchange
Commission (the "Commission"), including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $215.80 for the additional
securities being registered hereby as soon as practicable (but in any event
no later than the close of business on October 27, 1998); that it will not
revoke such instructions; that it has sufficient funds in the relevant
account to cover the amount of the filing fee; and that it undertakes to
confirm receipt of such instructions by the bank on October 27, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Irvine, County of Orange, State of
California, on October 27, 1998.
JAVELIN SYSTEMS, INC.
By: /s/ RICHARD P. STACK
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Richard P. Stack
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Richard P. Stack President and Chief Executive Officer October 27, 1998
- ------------------------ (PRINCIPAL EXECUTIVE OFFICER)
Richard P. Stack
/s/ Horace Hertz Chief Financial Officer and Secretary October 27, 1998
- ------------------------ (PRINCIPAL FINANCIAL AND ACCOUNTING
Horace Hertz OFFICER
* Director October 27, 1998
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Steven J. Goodman
* Director October 27, 1998
- ------------------------
Robert Nichols
*By: RICHARD P. STACK
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Richard P. Stack
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Corbin & Wertz, independent auditors.
23.4 Consent of Rubin, Brown, Gornstein & Co. LLP, independent auditors.
23.5 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
</TABLE>
<PAGE>
[LETTERHEAD]
October 27, 1998
Javelin Systems, Inc.
17891 Cartwright Road
Irvine, CA 92614
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Javelin Systems, Inc. (the "Company") of a Registration
Statement on Form SB-2 (the "Abbreviated Registration Statement") with the
Securities and Exchange Commission and the underwritten public offering of up
to 115,000 shares of the Company's common stock, including up to 15,000
shares that may be sold pursuant to the exercise of an over-allotment option
(collectively, the "Shares") as described in the Abbreviated Registration
Statement. The Shares are to be purchased by certain institutional and
individual investors together with the shares registered pursuant to
Registration Statement No. 333-63993, which was declared effective yesterday
(the "Initial Registration Statement").
In connection with this opinion, we have examined the Initial Registration
Statement and related Prospectus, the Abbreviated Registration Statement,
your Certificate of Incorporation and By-laws, as amended, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are
a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Initial
Registration Statement, and Abbreviated Registration Statement and related
Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Initial Registration Statement and to the
filing of this opinion as an exhibit to the Abbreviated Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By:
--------------------------
Jeremy D. Glaser
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form SB-2 of our report dated August 25, 1998 appearing on page
F-2 of the Javelin Systems, Inc. Registration Statement on Form SB-2 (No.
333-63993) dated October 26, 1998.
PricewaterhouseCoopers LLP
Costa Mesa, California
October 20, 1998
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form SB-2) of our report dated August 1, 1997, included in Amendment No. 2
to the Registration Statement (Form SB-2 No. 333-63993) and related
Prospectus of Javelin Systems, Inc. for the registration of 1,437,500 shares
of its common stock dated October 26, 1998, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Orange County, California
October 20, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the use in Javelin Systems, Inc.'s Registration
Statement on Form SB-2 of our report dated January 21, 1998 relating to the
financial statements of Posnet Computers, Inc. as of and for the twelve month
period ended October 31, 1997, which appear in such Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ CORBIN & WERTZ
CORBIN & WERTZ
Irvine, California
October 22, 1998
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Javelin Systems, Inc.
We hereby consent to the use of our report dated February 6, 1998 on the
consolidated financial statements of CCI Group, Inc. and subsidiaries
included in the Javelin Systems, Inc. Registration Statement on Form SB-2 as
filed with the Securities & Exchange Commission on September 22, 1998 and
amended on October 27, 1998 and to the reference to our Firm under the
caption "Experts" in the related Prospectus.
/s/ RUBIN, BROWN, GORNSTEIN & CO. LLP
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RUBIN, BROWN, GORNSTEIN & CO. LLP
St. Louis, Missouri
October 27, 1998
