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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IAT MULTIMEDIA, INC.
(Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Delaware 7371 13-3920210
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
Geschaftshaus Wasserschloss
Aarestrasse 17
CH-5300 Vogelsang-Turgi, Switzerland
(011)(41)(56) 223-5022
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Viktor Vogt
Gesch|f3ftshaus Wasserschloss
Aarestrasse 17
CH-5300 Vogelsang-Turgi, Switzerland
(011)(41)(56) 223-5022
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Malcolm I. Ross, Esq. Sheldon E. Misher, Esq.
Baker & McKenzie Bachner, Tally, Polevoy & Misher LLP
805 Third Avenue 380 Madison Avenue
New York, New York 10022 New York, New York 10017
(212) 751-5700 (212) 687-7000
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Approximate Date of Commencement 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, 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. [X] 333-18529
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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered Per Share(4) Price(4) Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1) .. 287,500(3) $ 6.00 $1,725,000 $523
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Underwriters' Warrants ........... 25,000 $ .001 $ 25 $ (5)
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Common Stock, $0.1 par value(2)(3) 25,000 $ 9.90 $ 247,500 $ 75
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Total ........................... $1,972,525 $598
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(1) Includes 37,500 shares that may be purchased by the Underwriters from the
Company to cover over- allotments, if any.
(2) Issuable upon exercise of warrants granted to the Underwriters (the
"Underwriters' Warrants").
(3) Pursuant to Rule 416, there are also being registered such additional shares
of Common Stock as may become issuable pursuant to anti-dilution provisions
of the Underwriters' Warrants.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) and (g).
(5) Pursuant to Rule 457(g), no additional fee is payable.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-1 (File No. 333-18529) filed by IAT Multimedia,
Inc. with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, including the exhibits thereto, is incorporated by
reference into this Registration Statement.
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SIGNATURES
In accordance with 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 New York,
State of New York on the 26th of March, 1997.
IAT MULTIMEDIA, INC.
By: /s/ Viktor Vogt
-----------------------------------
Viktor Vogt
Chief Executive Officer and President
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 and in the capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ Viktor Vogt
- ------------------------ Co-Chairman of the Board of Directors and March 26, 1997
Viktor Vogt Chief Executive Officer and President
(Principal Executive Officer)
/s/ Jacob Agam
- ------------------------
Jacob Agam Co-Chairman of the Board of Directors March 26, 1997
*
- ------------------------
Klaus Grissemann Chief Financial Officer and Director March 26, 1997
(Principal Accounting and Financial Officer)
*
- ------------------------
Volker Walther Director March 26, 1997
*By: /s/ Jacob Agam
---------------------
Jacob Agam
as Attorney-in-Fact March 26, 1997
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EXHIBITS
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1)
23.2 Consent of Rothstein Kass & Company
23.3 Consent of Dr. Schackow & Partner
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Exhibit 5.1
BAKER & McKENZIE [LETTERHEAD]
March 26, 1997
IAT Multimedia, Inc.
Geschaftshaus Wasserschloss
Aarestrasse 17
CH-5300 Vogelsang-Turgi
Switzerland
Re: Securities and Exchange Commission -
Registration Statement on Form S-1
-------------------------------------
Gentlemen:
As counsel to IAT Multimedia, Inc., a Delaware corporation
(the "Company"), we have assisted in the preparation of the Company's
Registration Statement on Form S-1, File No. 333- , filed with the Securities
and Exchange Commission pursuant to Rule 462(b) under the Securities Act of
1933, as amended.
In this connection, we have examined and considered the
original or copies, certified or otherwise identified to our satisfaction, of
the Company's Certificate of Incorporation, as amended to date, its By-laws,
resolutions of its Board of Directors, officers' certificates and such other
documents and corporate records relating to the Company and the issuance and
sale of the Common Stock, as we have deemed appropriate for purposes of
rendering this opinion.
In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity to original and certified documents of
all copies submitted to us as conformed, photostat or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing examination, and the information thus
supplied, it is our opinion that (i) the shares of the Company's Common Stock,
par value $0.01 per share, when sold as contemplated by the Registration
Statement, will be legally issued, fully paid and non-assessable and (ii) the
Underwriters' Warrants, when sold as contemplated by the Registration Statement,
will constitute legal, valid and binding obligations of the Company.
We hereby expressly consent to the reference to our Firm in
the Registration Statement under the caption "Legal Matters" in the Prospectus
incorporated therein, to the inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate government agency.
Very truly yours,
/s/ Baker & McKenzie
-------------------------------
Baker & McKenzie
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation in the Registration Statement of IAT Multimedia,
Inc. on Form S-1 filed pursuant to Rule 462(b) of our report dated January 31,
1997, on the consolidated financial statements of IAT Multimedia, Inc. and to
the reference to our firm under the caption "Experts" in the Prospectus
incorporated in such Registration Statement.
/s/ Rothstein, Kass & Company, P.C.
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ROTHSTEIN, KASS & COMPANY, P.C.
Roseland, New Jersey
March 26, 1997
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EXHIBIT 23.3
CONSENT
We hereby consent to the use of our firm name in IAT Multimedia, Inc.'s the
Registration Statement on Form S-1 filed pursuant to Rule 462(b) and in the
Prospectus incorporated in such Registration Statement. In giving this consent,
we do not concede that we come within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended.
/s/ DR. SCHACKOW & PARTNER
Dated: March 26, 1997
