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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1997.
REGISTRATION NO. 333-
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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
ERGOBILT, INC.
(Exact Name of Registrant as Specified in Its Charter)
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TEXAS 2590 75-2600529
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
5000 QUORUM DRIVE GERARD SMITH
SUITE 147 5000 QUORUM DRIVE, SUITE 147
DALLAS, TEXAS 75240 DALLAS, TEXAS 75240
(972) 233-8504 (972) 233-8504
(Address, Including Zip Code, and Telephone (Name and Address, Including Zip Code,
Number, Including Area Code, of and Telephone Number, Including Area
Registrant's Principal Executive Offices) Code, of Agent for Service)
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Copies to:
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NORMAN R. MILLER, ESQ. KATHERINE M. SEABORN, ESQ.
WOLIN, FULLER, RIDLEY & MILLER LLP GARDERE & WYNNE, L.L.P.
3100 BANK ONE CENTER 3000 THANKSGIVING TOWER
1717 MAIN STREET 1601 ELM STREET
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
TELEPHONE (214) 939-4906 TELEPHONE (214) 999-4924
FAX (214) 939-4949 FAX (214) 999-4162
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE 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, 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] 333-14205
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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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, $.01 par
value...................... 230,000 shares $7.00 $1,610,000 $488
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Reg. No. 333-14205) filed by ErgoBilt, Inc. (the
"Company") with the Securities and Exchange Commission on October 16, 1996, as
amended by Amendment No. 1 thereto filed on January 13, 1997, Amendment No. 2
thereto filed on January 28, 1997 and Amendment No. 3 thereto filed on January
30, 1997, which was declared effective on January 30, 1997, are incorporated
herein by reference.
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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 Dallas, State of Texas,
on February 3, 1997.
ERGOBILT, INC.
By: /s/ GERARD SMITH
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Gerard Smith,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ GERALD MCMILLAN Chairman of the Board and Director February 3, 1997
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Gerald McMillan
/s/ GERARD SMITH President, Chief Executive Officer February 3, 1997
- ---------------------------------------------- and Director (Principal
Gerard Smith Executive Officer and Acting
Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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*1(a) -- Underwriting Agreement
*1(b) -- Warrant Purchase Agreement
5 -- Opinion of Wolin, Fuller, Ridley & Miller LLP
23(a) -- Consent of KPMG Peat Marwick LLP
23(b) -- Consent of Thompson, Derrig & Slovacek PC
23(c) -- Consent of Wolin, Fuller, Ridley & Miller LLP (included
in Exhibit 5 to this Registration Statement)
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* Incorporated by reference to the corresponding exhibit number in the Company's
Registration Statement on Form S-1, as amended, Reg. No. 333-14205.
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EXHIBIT 5
[WOLIN, FULLER, RIDLEY & MILLER LLP LETTERHEAD]
February 3, 1997
ErgoBilt, Inc.
5000 Quorum Drive
Suite 147
Dallas, Texas 75240
Re: Initial Public Offering of Common Stock Pursuant to
Registration Statement on Form S-1, SEC File No.
333- (the "Registration Statement")
Ladies and Gentlemen:
We are counsel to ErgoBilt, Inc., a Texas Corporation (the "Company"),
in connection with the registration under the Securities Act of 1933 (the
"Act") of up to 230,000 shares of the Company's Common Stock, $.01 par value
per share (the "Shares"), pursuant to the Registration Statement.
We have examined and relied upon such records, documents and other
instruments as in our judgment are necessary and appropriate to express the
opinion set forth in this letter, and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Based upon the foregoing, we are of the
opinion that the Shares, when sold and fully paid for in the manner and on the
terms described in the Registration Statement (after the Registration Statement
is declared effective), will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement.
Sincerely,
WOLIN, FULLER, RIDLEY & MILLER LLP
/s/ WOLIN, FULLER, RIDLEY & MILLER LLP
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
ErgoBilt, Inc.
We consent to the use of our reports included herein and to the reference
to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Houston, Texas
February 3, 1997
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EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
Body Bilt Seating, Inc.
Bryan, Texas
We consent to the use of our report on the financial statements of BodyBilt
Seating, Inc. and to the reference to our firm under the heading "Experts" in
the registration statement on Form S-1 and prospectus of ErgoBilt, Inc. relating
to the registration of 230,000 shares of common stock.
Thompson, Derrig & Slovacek PC
Bryan, Texas
February 3, 1997
