<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION NO. 333-16571
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSERVER CORPORATION OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 0723 65-0675901
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
2655 LEJEUNE ROAD, SUITE 535
CORAL GABLES, FLORIDA 33134
(305) 444-3888
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES H. STEIN, PRESIDENT
2655 LEJEUNE ROAD, SUITE 535
CORAL GABLES, FLORIDA 33134
(305) 444-3888
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
IRA ROXLAND, ESQ. LAWRENCE B. FISHER, ESQ.
PARKER DURYEE ROSOFF & HAFT ORRICK, HERRINGTON & SUTCLIFFE LLP
529 FIFTH AVENUE 666 FIFTH AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10103
(212) 599-0500 (212) 506-5000
</TABLE>
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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 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. [ ]
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,
check the following box. [X]
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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 THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 21st day of November, 1996.
CONSERVER CORPORATION OF AMERICA
By: /s/ Charles H. Stein
--------------------
Charles H. Stein
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles H. Stein, Miles R. Greenberg and
Gerald M. Breslauer, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, 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 or 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 said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement was signed by the following persons in the capacities and on the
dates stated:
Signature Title Date
--------- ----- ----
/s/ Charles H. Stein Chairman of the Board, November 21, 1996
- ------------------------ President, Director
Charles H. Stein (Principal Executive Officer)
/s/ Bruce Denis Allet Director November 21, 1996
- ------------------------
Bruce Denis Allet
/s/ Brian J. Bryce Director November 21, 1996
- ------------------------
Brian J. Bryce
/s/ Jay M. Haft Director November 21, 1996
- ------------------------
Jay M. Haft
/s/ Michael Jay Scharf Director November 21, 1996
- ------------------------
Michael Jay Scharf
/s/ James V. Stanton Director November 21, 1996
- -------------------------
James V. Stanton
/s/ Miles R. Greenberg Chief Financial Officer November 21, 1996
- ------------------------ (Principal Accounting Officer)
Miles R. Greenberg
II-7
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 25th day of November, 1996.
CONSERVER CORPORATION OF AMERICA
By: /S/ GERALD M. BRESLAUER
------------------------------------
Gerald M. Breslauer
Vice President-Administration
Pursuant to the requirements of the Securities Act, this Amendment to the
Registration Statement was signed by the following persons in the capacities and
on the dates stated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ---------------------------- ------------------
<C> <S> <C>
/s/ * Chairman of the Board, November 25, 1996
- ------------------------------------------ President, Director
Charles H. Stein (Principal Executive
Officer)
/s/ * Director November 25, 1996
- ------------------------------------------
Bruce Denis Allet
/s/ * Director November 25, 1996
- ------------------------------------------
Brian J. Bryce
/s/ * Director November 25, 1996
- ------------------------------------------
Jay M. Haft
/s/ * Director November 25, 1996
- ------------------------------------------
Michael Jay Scharf
/s/ * Director November 25, 1996
- ------------------------------------------
James V. Stanton
/s/ * Chief Financial Officer November 25, 1996
- ------------------------------------------ (Principal Accounting
Miles R. Greenberg Officer)
</TABLE>
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* Gerald M. Breslauer, pursuant to Powers of Attorney (executed by each of
the officers and directors listed above and indicated as signing above,
and filed with the Securities and Exchange Commission) by signing his
name hereto does hereby sign and execute this Amendment to the
Registration Statement on behalf of the persons referenced above.
/s/ GERALD M. BRESLAUER
Gerald M. Breslauer
November 25, 1996
