As filed with the Securities and Exchange Commission on March 23, 1998
Registration No 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
CyberShop International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Delaware 7375 13-3979226
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
CyberShop International, Inc.
130 Madison Avenue
New York, NY 10016
(212) 532-3553
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
----------------
With copies to:
Walter M. Epstein, Esq. Robert Rosenman, Esq.
Rubin Baum Levin Constant & Friedman Cravath, Swaine & Moore
30 Rockefeller Plaza Worldwide Plaza, 825 Eighth Avenue
New York, New York 10112 New York, New York 10019
(212) 698-7700 (212) 474-1000
----------------
Approximate date of commencement 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, 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 of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering:[X]
333-42707
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933 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
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum
Each Class of Securities to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Unit(1) Price(1) Registration Fee(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share....... 575,000(2) $ 6.50 $3,737,500 $1,103
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
(2) Includes 75,000 shares issuable pursuant to over-allotment option granted to
underwriters.
Incorporation of certain information by reference pursuant to General
Instruction V of Form S-1.
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1, THE
REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-42707) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997, AS AMENDED BY AMENDMENT
NO. 1 DATED MARCH 11, 1998, AS AMENDED BY AMENDMENT NO. 2 DATED MARCH 20, 1998,
AS AMENDED BY AMENDMENT NO. 3 DATED MARCH 20, 1998, WHICH SUCH REGISTRATION
STATEMENT WAS DECLARED EFFECTIVE ON MARCH 20, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description of Exhibits
- -------------- ---------------------------------------------------------------
<S> <C>
Exhibit 5.1 Opinion of Rubin Baum Levin Constant & Friedman.*
Exhibit 23.1 Consent of Arthur Andersen LLP.*
Exhibit 23.3 Consent of Rubin Baum Levin Constant & Friedman (contained in
Exhibit 5.1). Exhibit 24.1 Power of Attorney (included on
signature page to CyberShop International, Inc.
Registration Statement on Form S-1 (File No. 333-42707) and
incorporated herein by reference)
</TABLE>
- ----------
* Filed herewith.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS. All Exhibits filed with the Registration Statement on Form
S-1 (File No. 333-42707 are incorporated herein by reference thereto, and shall
be deemed part of , this Registrration Statement, except the following, which
are filed herewith:
Exhibit 5.1 Opinion of Rubin Baum Levin Constant & Friedman
re: legality
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.3 Consent of Rubin Baum Levin Constant & Friedman(contained
in Exhibit 5.1)
Exhibit 24.1 Power of Attorney ( included on signature page to
CyberShop International, Inc. Registration Statement Form
S-1 (File No. 333-42707) and incorporated herein by
reference)
(b) Financial Statement Schedules are incorporated by reference herein.
Schedule II Valuation and Qualifying Accounts (incorporated by reference
to the CyberShop International, Inc. Registration Statement on Form S-1 (File
No. 333-42707).
II-1
<PAGE>
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 New York, State of New
York, on the 23rd day of March, 1998.
CYBERSHOP INTERNATIONAL, INC.
By: /s/ Jeffrey S. Tauber
------------------------------------
Jeffrey S. Tauber
Chairman of the Board
Chief Executive Officer and President
Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities on this 23rd day of
March, 1998.
SIGNATURE TITLE
- --------- -----
/s/ Jeffrey S. Tauber Chairman of the Board, Chief Executive
- ---------------------- Officer (Principal Executive Officer)
Jeffrey S.Tauber and Director
/s/ Gary S. Finkel Vice President, Chief Financial Officer
- ------------------- and Treasurer (Principal Accounting
Gary S. Finkel Officer and Principal Financial Officer)
/s/ Michael Kempner Director
- ------------------
Michael Kempner
/s/ Warren Struhl Director
- ------------------
Warren Struhl
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description of Exhibits
- -------------- ---------------------------------------------------------------
<S> <C>
Exhibit 5.1 Opinion of Rubin Baum Levin Constant & Friedman.*
Exhibit 23.1 Consent of Arthur Andersen LLP.*
Exhibit 23.3 Consent of Rubin Baum Levin Constant & Friedman (contained in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included on signature page to CyberShop
International, Inc. Registration Statement on Form S-1 (File No.
333-42707) and incorporated herein by reference)
</TABLE>
- ----------
* Filed herewith.
Exhibit 5.1
March 23, 1998
CyberShop International, Inc.
130 Madison Avenue
New York, NY 10016
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (the "Abbreviated
Registration Statement"), filed by CyberShop International, Inc. (the "Company")
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933, as amended:
575,000 shares of the Company's common stock, par value $.001 per share
("Common Stock"), for the sale by the Company in an underwritten public
offering, which includes amounts to be sold to cover over-allotments.
The shares of Common Stock are to be issued and sold with the Common
Stock registered pursuant to the Company's Registration Statement on Form S-1
(Reg. No. 333-42707) which was declared effective March 20, 1998, pursuant to an
underwriting agreement, dated the date hereof (the "Underwriting Agreement"),
between the Company and the Underwriters.
As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered necessary or
appropriate for the purpose of this opinion. Upon the basis of such examination,
we advise you that in our opinion:
The Common Stock to be sold by the Company to the Underwriters, if and
when paid for and issued in accordance with the terms of the
Underwriting Agreement between the Company and the Underwriters in the
form of Exhibit 1.1 to the Registration Statement, will be validly
issued, fully paid and nonassessable.
We are members of the bar of the State of New York, and the opinion
expressed herein is limited to questions arising under the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States, and we disclaim any opinion whatsoever with respect to
matters governed by the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the references to this firm under the
caption "Legal Matters" in the Prospectus which is part of the Abbreviated
Registration Statement.
Very truly yours,
/s/ RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
----------------------------------------
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To CyberShop International, Inc.:
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made part of this
registration statement.
/s/ Arthur Andersen LLP
-----------------------------
Arthur Andersen LLP
Roseland, New Jersey
March 23, 1998
