<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
ROSEDALE DECORATIVE PRODUCTS LTD.
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
ONTARIO, CANADA N/A 5110
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial
incorporation or organization) Identification Number) Classification Code Number)
</TABLE>
731 MILLWAY AVENUE
CONCORD, ONTARIO
CANADA L4K 3S8
(416) 593-4519
(Address and telephone number of principal executive offices)
ALAN FINE, CHIEF EXECUTIVE OFFICER
731 MILLWAY AVENUE
CONCORD, ONTARIO
CANADA L4K 3S8
(416) 593-4519
(Name, address and telephone number of agent for service)
Copies of all communications to:
Gregory Sichenzia, Esq. Robert E. Altenbach, Esq.
Sichenzia, Ross & Friedman LLP Kutak Rock
135 West 50th Street, 20th Floor Suite 2100
New York, New York 10020 225 Peachtree Street N.E.
Telephone No.: (212) 664-1200 Atlanta, Georgia 30303-1731
Facsimile No.: (212) 664-7329 Telephone No.: (404) 222-4600
Facsimile No.: (404) 262-4654
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APPROXIMATE DATE 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 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/ Registration No.
333-44747
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 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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CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
========================================== ============ ================== ==================== ============
Title of
Each Class Amount Maximum Maximum
of Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Security(1) Offering Price(1) Fee
- ------------------------------------------ ------------ ------------------ -------------------- ------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share (2) 115,000 $5.00 $575,000 $169.63
- ------------------------------------------ ------------ ------------------ -------------------- ------------
Class A Warrants(3) 115,000 $.125 $ 14,375 $4.24
- ------------------------------------------ ------------ ------------------ -------------------- ------------
Common Stock, no par value per share,
issuable upon exercise of Class A
Warrants (4) 115,000 $6.00 $690,000 $203.55
- ------------------------------------------ ------------ ------------------ -------------------- ------------
Common Stock, no par value per share,
underlying Underwriter's Options(5) 10,000 $7.50 $ 75,000 $ 22.13
- ------------------------------------------ ------------ ------------------ -------------------- ------------
Class A Redeemable Warrants issuable upon
exercise of Underwriter's Options(5) 10,000 $.1875 $ 1,875 $ 0.55
- ------------------------------------------ ------------ ------------------ -------------------- ------------
Common Stock, no par value per share,
issuable upon exercise of Class A Warrants
underlying Underwriter's options (6) 10,000 $7.50 $ 75,000 $ 22.13
- ------------------------------------------ ------------ ------------------ -------------------- ------------
Total $1,431,250.00 $422.23
- ------------------------------------------ ------------ ------------------ -------------------- ------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes up to 15,000 Shares of Common Stock issuable upon exercise of
the Underwriter's over-allotment option.
(3) Includes up to 15,000 Warrants issuable upon exercise of the Underwriter's
over-allotment option.
(4) Represents shares of Common Stock issuable upon exercise of the Warrants
offered pursuant to this Registration Statement.
(5) Reserved for issuance upon exercise of the Underwriter's Option together
with such indeterminate number of Warrants and/or Common Stock as may be
issuable pursuant to anti-dilution provisions under the Underwriter's
Purchase Option or the Warrants.
(6) Reserved for issuance upon exercise of the Warrants obtained upon exercise
of the Underwriter's Purchase Option.
ii
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The contents of the Registration Statement on Form SB-2 (Registration No.
333-44747), registering (i) 1,150,000 shares of common stock, no par value per
share ("Common Stock"), (ii) 1,150,000 Class A Warrants, (iii) 1,150,000 shares
of Common Stock issuable upon exercise of the Class A Warrants, (iv) 100,000
shares of Common Stock underlying Underwriter's Options, (v) 100,000 Class A
Warrants issuable upon exercise of Underwriter's Options, and (vi) 100,000
shares of Common Stock issuable upon exercise of Class A Warrants underlying
Underwriter's Options, filed on January 22, 1998 with the Commission, as amended
by Pre-Effective Amendments Nos. 1, 2 and 3 are hereby incorporated by reference
herein. Filed as exhibits hereto are the following opinions and consents:
EXHIBITS
5.1 Opinion of LLP Torkin, Manes, Cohen & Arbus
23.1 Consent of Schwartz Levitsky Feldman
23.2 Consent of Sichenzia, Ross & Friedman LLP
23.3 Consent of Torkin, Manes, Cohen & Arbus (incorporated into
Exhibit 5.1)
25.1 Powers of Attorney (see Page iv)
iii
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SIGNATURES
Pursuant to the requirements of the Act, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirement 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 Province of
Ontario, Canada on June 18, 1998.
ROSEDALE DECORATIVE PRODUCTS LTD.
By: /s/Alan Fine By: /s/Sidney Ackerman
---------------------------------- ---------------------------------
Alan Fine, Chief Executive Officer Sidney Ackerman, President
Pursuant to the requirements of the Act, the Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
We, the undersigned officers and directors of ROSEDALE DECORATIVE PRODUCTS
LTD. hereby severally constitute and appoint Sidney Ackerman and Alan Fine, our
true and lawful attorneys-in-fact and agents with full power of substitution for
us and in our stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, 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 full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Signature Title Date
/s/Alan Fine Chairman of the Board June 18, 1998
- ---------------------------- of Directors and Chief
Alan Fine Executive Officer
/s/Sidney A. Ackerman President and Director June 18, 1998
- ----------------------------
Sidney A. Ackerman
/s/Norman Maxwell Chief Financial Officer/ June 18, 1998
- ---------------------------- Principal Accounting Officer,
Norman Maxwell Operations Manager and
Director
/s/Sheldon Isenberg Treasurer, Corporate June 18, 1998
- ---------------------------- Secretary and Director
Sheldon Isenberg
iv
<PAGE>
Exhibit 5.1
[LETTERHEAD OF TMCA] 151 Yonge Street, Suite 1500
Toronto, Ontario M5C 2W7
Tel: 416-863-1188
Fax: 416-863-0305
Our File No: 7461-03
Associated worldwide with ACL International
Larry A. Torkin -Retired from Firm
June 10, 1998
Rosedale Decorative Products Ltd.
731 Millway Avenue
Concord, Ontario
L4K 3S8
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM SB-2/REGISTRATION NO. 333-44747
We act as corporate counsel to Rosedale Decorative Products Ltd. (the "Company")
which is organized pursuant to the laws of the Province of Ontario and which has
retained legal counsel in the United States of America in connection with the
registration of certain securities of the Company pursuant to the SECURITIES ACT
OF 1933, as amended (the "Securities Act"). In that regard, the above captioned
registration statement on Form SB-2 (the "Registration Statement") is being
filed under the Securities Act by the Company with the Securities and Exchange
Commission (the "Commission") for the purpose of registering the proposed public
offering of:
(a) 1,150,000 common shares in the capital of the Company with no par
value (the "Common Stock") being offered for sale by the Company
inclusive of securities issuable on the exercise of the over-allotment
option described in the Registration Statement (the "Over-allotment
Option");
(b) 1,150,000 redeemable common stock purchase warrants (the "Warrants")
each Warrant entitling the holder to purchase one common share of the
Company at a price of (US)$6.00 per share subject to adjustment during
the four year period commencing on the date of the prospectus
contained in the Registration Statement (the "Prospectus"), redeemable
at (US)$0.10 per Warrant not before one year from the date of the
final Prospectus under certain conditions all as more particularly
described in the Warrants inclusive of securities issuable on exercise
of the Over-allotment Option;
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Page 2
(c) 1,150,000 common shares in the capital of the Company reserved for
issuance upon exercise of the Warrants inclusive of securities
issuable on exercise of the Over-allotment Option;
(d) The Underwriters' Warrant (the "Underwriters' Warrant) exercisable
into 100,000 common shares in the capital of the Company with no
par value (the "UW shares") and 100,000 share purchase warrants as
more particularly described in the Registration Statement (the
"UW Warrants");
(e) 100,000 UW Shares in the capital of the Company;
(f) 100,000 UW Warrants underlying the Underwriters' Warrant; and
(g) 100,000 common shares in the capital of the Company reserved
for issuance upon the exercise of the UW Warrants;
(collectively hereinafter referred to as the "Securities")
We have been advised by U.S. Counsel that the Company is desirous of incresing
the number of securities to be distributed by 10% in accordance with the advice
of its Underwriters, specifically:
(i) 115,000 common shares in the capital of the Company with no par
value (the "Additional Common Stock") being offered for sale by
the Company inclusive of securities issuable on the exercise of
the Over-allotment option;
(ii) 115,000 Warrants (the "Additional Warrants") inclusive of
securities issuable on exercise of the Over-allotment Option;
(iii) 115,000 common shares in the capital of the Company with no par
value reserved for issuance upon exercise of the Additional
Warrants inclusive of securities issuable on exercise of the
Additional Warrants contained in the Over-allotment Option;
(iv) 10,000 common shares in the capital of the Company with no
par value (the "Additional UW Shares") comprised in the
increased Underwriters' Warrant;
(v) 10,000 UW Warrants (the "Additional UW Warrants") comprised
in the additional Underwriters' Warrant; and
(vi) 10,000 common shares in the capital of the Company with no
par value issuable upon the exercise of the Additional UW
Warrants (the "Additional UW Warrant Shares").
In rendering this opinion, we have examined a copy of the Registration
Statement, coupled with the Articles of Incorporation, By-laws of the Company,
as amended, minutes and resolutions of the board of directors of the Company
and such other documents as we have deemed relevant and necessary as a basis for
this opinion.
In our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us, the conformity to original
documents of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such latter documents. Capitalized
terms used in the context of the opinion not otherwise herein defined,
shall have the same meaning ascribed thereto within the Registration
Statement.
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Page 3
We are qualified to practise law only in the Province of Ontario, Canada and
accordingly express no opinion as to the laws of any other jurisdiction other
than the federal laws of Canada applicable in said Province.
Based upon the foregoing, we are of the opinion that the Additional Common
Stock, the Additional Warrants and the common shares in the capital of the
Company issuable upon exercise of the Additional Warrants, the Additional
UW Shares, the Additional UW Warrants and the Additional UW Warrant Shares
have been duly and validly authorized for issuance by the Company, and
when issued, delivered and paid for, by purchasers thereof, such securities
will be fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to this firm under the section entitled "Legal
Matters" in the Registration Statement.
Yours truly,
/s/ Torkin Manes Cohen & Arbus
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use or our reports dated April 16 1998 in the Registration Statement on
Form SB-2 and related prospectus of Rosedale Decorative Products Ltd. for the
registration of 1,100,000 shares of common stock and 1,100,000 warrants.
/s/ Schwartz Levitsky Feldman
- -----------------------------
Schwartz Levitsky Feldman
Chartered Accountants
Toronto, Ontario
June 18, 1998
<PAGE>
CONSENT OF COUNSEL
We hereby consent to the reference to our firm under ""Legal Matters'' in the
Prospectus forming a part of the Registration Statement. In giving the
foregoing consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or th rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Sichenzia, Ross & Friedman LLP
SICHENZIA, ROSS & FRIEDMAN LLP
