<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
REGISTRATION NO. 333-20401
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
ASI SOLUTIONS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 8980 13-3903237
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
ASI SOLUTIONS INCORPORATED
780 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 319-8400
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------
BERNARD F. REYNOLDS, CHIEF EXECUTIVE OFFICER
ASI SOLUTIONS INCORPORATED
780 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 319-8400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------
Copies To:
CARL SELDIN KOERNER, ESQ. DAVID F. DIETZ, P.C.
KOERNER SILBERBERG & WEINER, LLP GOODWIN, PROCTER & HOAR LLP
112 MADISON AVENUE EXCHANGE PLACE
NEW YORK, NEW YORK 10016 BOSTON, MASSACHUSETTS 02109-2881
(212) 689-4400 (617) 570-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement is declared 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. [_]
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. [_]
-----------
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
[LANGUAGE TO BE SET FORTH ON A STICKER ATTACHED TO THE PRELIMINARY PROSPECTUS]
SUPPLEMENT, DATED APRIL 11, 1997, TO
PRELIMINARY PROSPECTUS DATED MARCH 7, 1997
On April 9, 1997, the Registration Statement relating to the initial public
offering of the common stock of ASI Solutions Incorporated (the "Company") was
declared effective by the Securities and Exchange Commission. On April 10,
1997, the Company requested that Janney Montgomery Scott Inc. ("Janney")
resign as a co-manager of the offering, and on the same date Janney did so
resign. This Supplement updates the Preliminary Prospectus to which it is
attached. The information contained in this Supplement is hereby incorporated
into the Preliminary Prospectus and supersedes any inconsistent information
contained in the Preliminary Prospectus.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the fees and expenses payable by the
Company in connection with the issuance and distribution of the Common Stock:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............. $ 6,134.00
Nasdaq National Market Listing Filing Fee....................... 34,563.00
NASD Filing Fee................................................. 2,524.00
Printing and Engraving.......................................... 150,000.00
Accountant's Fees and Expenses.................................. 200,000.00
Legal Fees and Expenses......................................... 250,000.00
Transfer Agent and Registrar Fees............................... 10,000.00
Blue Sky Fees and Expenses (including attorney's fees).......... 5,000.00
Miscellaneous................................................... 41,779.00
-----------
Total......................................................... $700,000.00
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify, subject to the standards therein
prescribed, any person in connection with any action, suit or proceeding
brought or threatened by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or was serving as such
with respect to another corporation or other entity at the request of such
corporation.
The Company's Certificate provides that each person who was or is made a
party to (or is threatened to be made a party to) or is otherwise involved in
any civil or criminal action, suit or proceeding by reason of the fact that
such person is or was a director or officer of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized
by Section 145 of the General Corporation Law of the State of Delaware against
all expense, liability and loss (including without limitation attorneys' fees)
incurred by such person in connection therewith.
Nothing contained in the Company's Certificate shall eliminate or limit the
liability of directors (i) for any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law;
(iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company maintains directors and officers liability insurance covering
all directors and officers of the Company against claims arising out of the
performance of their duties.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The following information reflects sales by the Company of unregistered
securities within the past three years. There were no underwriters involved in
the transactions and there were no underwriting discounts or commissions paid
in connection therewith. The issuances of the securities exchanged or sold in
the transactions referenced below were not registered under the 1933 Act in
reliance on the exemption in Section 4(2) of the 1933 Act, as amended, and the
regulations promulgated thereunder. The purchasers of securities in each
II-1
<PAGE>
transaction described below represented their intention to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution thereof. All purchasers of securities in each
such transaction had access to adequate information concerning the Company.
1. The Company entered into an agreement and plan of reorganization as of
March 31, 1996 (the "Reorganization") with all of the shareholders of
Proudfoot Reports Incorporated ("Proudfoot") and shareholders owning 95% of
the Common Stock of Assessment Systems Incorporated ("Assessment Solutions").
The Reorganization resulted in the issuance of 1,040,346 shares of the
Company's Common Stock in exchange for all of the shares of Proudfoot common
stock and the issuance of 3,870,086 shares of the Company's Common Stock in
exchange for 95% of the Assessment Solutions common stock. As a result of the
Reorganization, Assessment Solutions received 285,274 shares of the Company's
Common Stock which Assessment Solutions then contributed to the capital of the
Company. Subsequent to the Reorganization, the following individuals held the
amount of shares of the Company's Common Stock set forth below:
<TABLE>
<S> <C>
Bernard F. Reynolds......................................... 2,783,742 shares
Eli Salig................................................... 1,269,224 shares
Seymour Adler, Ph.D......................................... 239,280 shares
Tod Parrott................................................. 208,070 shares
F. S. Smith................................................. 124,842 shares
</TABLE>
2. On March 31, 1996 in connection with the Reorganization, Bernard F.
Reynolds, Eli Salig and Seymour Adler, officers of the Company, issued five-
year notes bearing 7% interest to the Company in the amount of $363,732. The
notes provide for annual principal payments of $72,746 and are currently
outstanding.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement
*3.1 Form of First Restated Certificate of Incorporation of the Company
*3.2 Form of By-laws of the Company
*4.1 Specimen of Common Stock Certificate
*5.1 Opinion of Koerner Silberberg & Weiner, LLP as to the legality of the
Common Stock being registered
*10.1 Form of Warrant Agreement by and between the Company, H.C. Wainwright
& Co., Inc. and Janney Montgomery Scott Inc.
*10.2 Registration Rights Agreement between the Company, Bernard F.
Reynolds, Eli Salig and Seymour Adler, Ph.D.
*10.3 Form of Stock Option and Grant Plan of the Company
*10.4 Form of Director's Stock Option Plan of the Company
*10.5 Revised Form of Employee Stock Purchase Plan of the Company
*10.6 Employment Agreement between the Company and Bernard F. Reynolds
*10.7 Employment Agreement between the Company and Eli Salig
*10.8 Employment Agreement between the Company and Seymour Adler, Ph.D.
*10.9 Sublease dated July 2, 1996 between ASI and Nikon Inc. regarding the
space at 1300 Walt Whitman Road, Melville, New York
*10.10 Lease dated January 27, 1984 between ASI and 780 Third Avenue
Associates regarding the space at 780 Third Avenue, New York, New
York, and the Third Amendment to the lease dated August 7, 1996
*10.11 Sublease dated October 6, 1994 between Proudfoot and Nikon, Inc.
regarding the space at 1300 Walt Whitman Road, Melville, New York, and
the Amendment to the sublease, dated July 2, 1996
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10.12 Lease dated January 25, 1996 between ASI and Pruneyard Associates
regarding the space at 1999 South Bascom Avenue, Campbell, California
*10.13 Revised Commitment letter dated March 3, 1997 between the Company and
Fleet Bank, N.A.
+10.14 Agreement by and between Assessment Systems, Inc. and Telesector
Resources Group, Inc. ("NYNEX")
*16.1 Letter regarding change in certifying accountant
*21.1 List of Subsidiaries of the Company
*23.1 Consent of Koerner Silberberg & Weiner, LLP (Included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of William W. Oliver, C.P.A.
*24.1 Power of Attorney (Included in page II-5)
*27.1 Revised Financial Data Schedule
</TABLE>
- --------
*Previously filed
+Confidential treatment has been requested as to a portion of this document.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes to provide the Underwriter at the closing
specified in the Underwriting Agreement, certificates in such denominations
and registered in such names as required by the Underwriter to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions referred to under Indemnification of Directors and
Officers or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the 1933 Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A of the 1933 Act and
contained in a form of Prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the 1933 Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the 1933 Act, each
post-effective amendment that contains a form of Prospectus shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized in the City of New York, State of New
York on April 11, 1997.
ASI SOLUTIONS INCORPORATED
/s/ Eli Salig
By: ..................................
Eli Salig
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the Board and
............................ Chief Executive Officer April 11,
BERNARD F. REYNOLDS 1997
President and Chief
............................ Operating Officer April 11,
ELI SALIG 1997
* Executive Vice President
............................ April 11,
SEYMOUR ADLER, PH.D. 1997
* Vice President and Chief
............................ Financial Officer April 11,
WILLIAM B. FUCARINO (Principal Financial 1997
Officer and Principal
Accounting Officer)
* Director
............................ April 11,
DAVID TORY 1997
* Director
............................ April 11,
MICHAEL J. BOYLAN 1997
* Director
............................ April 11,
ILAN KAUFTHAL 1997
* Secretary and Director
............................ April 11,
CARL SELDIN KOERNER, ESQ. 1997
/s/ Eli Salig
* By: .....................
ELI SALIG, ATTORNEY-IN-
FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
------- ----------- ----
<C> <S> <C>
*1.1 Form of Underwriting Agreement
*3.1 Form of First Restated Certificate of Incorporation of the
Company
*3.2 Form of By-laws of the Company
*4.1 Specimen of Common Stock Certificate
*5.1 Opinion of Koerner Silberberg & Weiner, LLP as to the legality
of the Common Stock being registered
*10.1 Form of Warrant Agreement by and between the Company, H.C.
Wainwright & Co., Inc. and Janney Montgomery Scott Inc.
*10.2 Registration Rights Agreement between the Company, Bernard F.
Reynolds, Eli Salig and Seymour Adler, Ph.D.
*10.3 Form of Stock Option and Grant Plan of the Company
*10.4 Form of Director's Stock Option Plan of the Company
*10.5 Revised Form of Employee Stock Purchase Plan of the Company
*10.6 Employment Agreement between the Company and Bernard F.
Reynolds
*10.7 Employment Agreement between the Company and Eli Salig
*10.8 Employment Agreement between the Company and Seymour Adler,
Ph.D.
*10.9 Sublease dated July 2, 1996 between ASI and Nikon Inc.
regarding the space at 1300 Walt Whitman Road, Melville, New
York
*10.10 Lease dated January 27, 1984 between ASI and 780 Third Avenue
Associates regarding the space at 780 Third Avenue, New York,
New York, and the Third Amendment to the lease dated August 7,
1996
*10.11 Sublease dated October 6, 1994 between Proudfoot and Nikon,
Inc. regarding the space at 1300 Walt Whitman Road, Melville,
New York, and the Amendment to the sublease, dated July 2, 1996
*10.12 Lease dated January 25, 1996 between ASI and Pruneyard
Associates regarding the space at 1999 South Bascom Avenue,
Campbell, California
*10.13 Commitment letter dated March 3, 1997 between the Company and
Fleet Bank, N.A.
+10.14 Agreement by and between Assessment Systems, Inc. and
Telesector Resources Group, Inc. ("NYNEX")
*16.1 Letter regarding change in certifying accountant
*21.1 List of Subsidiaries of the Company
*23.1 Consent of Koerner Silberberg & Weiner, LLP (Included in
Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of William W. Oliver, C.P.A.
*24.1 Power of Attorney (Included in page II-5)
*27.1 Revised Financial Data Schedule
</TABLE>
- --------
*Previously filed
+Confidential treatment has been requested as to a portion of this document.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Post-Effective
Amendment No. 1 to Form S-1 of our report dated June 18, 1996, except as to
the information presented in Note 11, for which the date is January 16, 1997,
on our audits of the consolidated balance sheets of ASI Solutions Incorporated
as of March 31, 1996 and 1995, and the consolidated statements of income,
stockholders' equity and cash flows for each of the three years ended March
31, 1996. We also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
April 11, 1997
<PAGE>
EXHIBIT 23.3
ASI Solutions Incorporated
780 Third Avenue
New York, NY 10017
With regard to the submission of your Post-Effective Amendment No. 1 to your
registration statement Form S-1 to the Securities and Exchange Commission on
or about April 11, 1997, consent hereby is given (1) to include my recently
issued report, dated June 24, 1994, (relating to the statements of income,
stockholders' equity and cash flows of Assessment Solutions Incorporated for
the year ended March 31, 1994 not presented separately therein) appearing in
the Prospectus that is part of the Form S-1 and (2) to refer to me in that
Prospectus as an expert in accounting and auditing in connection with the
aforementioned report and financial statements.
/s/ William W. Oliver
William W. Oliver, CPA
New York, New York
April 11, 1997
