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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000
REGISTRATION STATEMENT NO. 333-36022
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DUNN COMPUTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
COMMONWEALTH OF VIRGINIA 5060 54-1890464
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number)
Incorporation or Organization) Classification Code Number)
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1306 SQUIRE COURT, STERLING VIRGINIA 20166 TEL. (703) 450-0400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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THOMAS P. DUNNE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DUNN COMPUTER CORPORATION
1306 SQUIRE COURT
STERLING, VIRGINIA 20166
(703) 450-0400
(Name, Address Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
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COPIES TO:
JAY M. KAPLOWITZ
GERSTEN, SAVAGE & KAPLOWITZ, LLP
101 EAST 52ND STREET, 9TH FLOOR
NEW YORK, N.Y. 10022
(212) 752-9700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the 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, 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED REGISTERED PER SECURITY PRICE FEE
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Shares of Common Stock, $.001 par value(1)... 3,777,475(2) $2.39 $9,028,165.20 $2,383.14
Shares of Common Stock, $.001 par value
(1)........................................ 557,114(3) $2.03 1,130,941.40 298.57
Shares of Common Stock, $.001 par value...... 247,525(4) $3.64 900,991.00 261.63
Shares of Common Stock, $.001 par value...... 75,000(5) $4.57 342,750.00 90.49
Total registration fee....................... $3,034.13
Previously paid.............................. $2,735.55
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(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee. Based upon the average of the high and low sale prices on
April 27, 2000 of $2.39 and on June 28, 2000 of $2.03, as reported on the
Nasdaq National Market System, pursuant to Rule 457(c) of the Securities Act
of 1933, as amended.
(2) Includes: (a) 225,000 shares of common stock; and (b) shares of common stock
that may be issued upon the conversion of outstanding shares of Series A
Convertible Preferred Stock. We have agreed with the preferred stockholders
to register two times the number of shares of common stock, that would be
issuable upon conversion of the preferred stock as of the filing date of
this registration statement.
(3) Includes shares of common stock that may be issued upon the conversion of
outstanding shares of Series A Convertible Preferred Stock.
(4) Includes 247,525 shares of common tock that may be issued upon the exercise
of outstanding warrants.
(5) Includes 75,000 shares of common stock that may be issued upon the exercise
of outstanding warrants.
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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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ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been
advised in the opinion of the Commission such indemnification is against public
policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
"The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering."
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the city of
Sterling, Commonwealth of Virginia on July 26, 2000.
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<S> <C> <C>
DUNN COMPUTER CORPORATION
By: /s/ THOMAS P. DUNNE
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Thomas P. Dunne
PRESIDENT
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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CAPACITY IN
SIGNATURE WHICH SIGNED DATE
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<C> <S> <C>
/s/ THOMAS P. DUNNE Chairman, Chief Executive Officer and
-------------------------------------- President (Principal Executive July 26, 2000
Thomas P. Dunne Officer)
Director
-------------------------------------- July 26, 2000
John D. Vazzana
/s/ CLAUDIA N. DUNNE Vice President and Director
-------------------------------------- July 26, 2000
Claudia N. Dunne
Director
-------------------------------------- July 26, 2000
VADM E.A. Burkhalter, Jr., USN (Ret.)
/s/ BENJAMIN KRIEGER Director
-------------------------------------- July 26, 2000
Benjamin Krieger
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