As filed with the Securities and Exchange Commission on October 23, 1998
File No. 333-51933
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
POST-EFFECTIVE AMENDMENT NO. 1
to
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PTN MEDIA, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
Delaware 7371 38-3399098
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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313 North First St., Suite 8B, Ann Arbor, Michigan 48104 (734) 327-0579
(Address and telephone number of principal executive offices)
313 North First St., Suite 8B, Ann Arbor,
Michigan 48104 (Address of principal place of business
or intended principal place of business)
Peter Klamka, President
PTN Media, Inc.
313 North First St., Suite 8B, Ann Arbor, Michigan 48104 (734) 327-0579
(Name, address and telephone number of agent for service)
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Copies to:
David N. Feldman, Esq.
Law Offices of David N. Feldman
36 West 44th Street, Suite 1201
New York, New York 10036
(212) 869-7000
Fax: (212) 997-4242
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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 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. [ ]
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,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Amount of
Securities to be Registered be Registered Share Offering Price(1) Registration Fee
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Common Stock,
par value $. 001 per share............. 400,000 Shares $5.00 $2,000,000 $ 590
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457.
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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 this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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PTN MEDIA, INC.
400,000 SHARES OF COMMON STOCK
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM SB-2
OCTOBER 23, 1998
This Post-Effective Amendment No. 1 to Registration Statement on Form SB-2
of PTN Media, Inc., a Delaware corporation (the "Company") includes certain
amended information contained in the Company's Registration Statement, as well
as in the Company's Prospectus dated September 18, 1998, as supplemented by that
certain Prospectus supplement dated September 23, 1998 ("Prospectus"). Terms not
otherwise defined herein shall have their respective meanings set forth in the
Company's Prospectus.
This Post-Effective Amendment, as well as the Supplement, must be affixed
to the Prospectus upon any delivery to an offeree of the Shares.
On October 22, 1998, the Company determined to extend the Expiration Date
of the Offering to January 31, 1999. After that date, the Offering will expire.
The cover page of the Prospectus, as well as the Section of the Prospectus
entitled "Plan of Distribution," should be considered to be amended accordingly.
Any Subscription Agreement describing the Expiration Date is also deemed to be
amended to reflect the extended Expiration Date.
The extension of the Expiration Date was desired due to delays in
completing the Offering.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Ann
Arbor, Michigan on October 22, 1998.
PTN MEDIA, INC.
By:
/s/ Peter Klamka
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Peter Klamka, Chairman,
President and Chief Exec. Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
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Name Title Date
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/s/ Peter Klamka Chairman, President, Chief October 22, 1998
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Peter Klamka Executive Officer and Secretary
(Principal Executive Officer and
Principal Financial and Accounting
Officer)
/s/ Deborah M. Schneider* Director October 22, 1998
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Deborah M. Schneider
/s/ Lila Lazarus* Director October 22, 1998
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Lila Lazarus
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* By Peter Klamka, as attorney-in-fact
pursuant to power of attorney granted
May 1, 1998
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Exhibit
Number Description
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1.1* Form of Placement Agent Agreement
2.1* Plan of Merger between PTN Media, Inc. and Interactive Entertainment Studio, Inc., dated as of February 25, 1998.
3.1* Certificate of Incorporation of PTN Media, Inc. dated as of January 13, 1998.
3.2* By-Laws of PTN Media, Inc.
4.1* Specimen Common Stock Certificate
4.2* Specimen 1997 Warrant Certificate
4.3* Specimen 1998 Warrant Certificate
5.1* Opinion of the Law Offices of David Feldman
10.1* Web Site License Agreement between Niki, Inc. and Interactive Entertainment Studio, Inc. dated as of June 1, 1997
10.2* Website License Agreement between Ty Girl, Inc. and Interactive Entertainment Studio, Inc. dated as of January 1, 1998
10.3* License Agreement between Ty Girl, Inc. and Interactive Entertainment Studio, Inc. dated as of January 1, 1998
10.4* Lease Agreement dated as of February 27, 1998, between First Miller Limited Partnership and PTN Media, Inc.
10.5* Website Design Services Agreement between zoecom, Inc. and Interactive Entertainment Studio, Inc. dated as of December
20, 1996
10.6* Letter of Intent between Cdnow, Inc. and Interactive Entertainment Studio, Inc. dated as of September 8, 1997
10.7* Agreement for Fashion House Flowers & Gifts Service between PC Flowers and Gifts, Inc. and Interactive Entertainment
Studio, Inc. dated as of September 9, 1997
10.8* Standard Publicists Guild Agency - Client Agreement between the Angellotti Company and PTN Media, Inc. dated as of April
15, 1998
10.9* PTN Media, Inc. 1998 Stock Option Plan
10.10* Form of Subscription Agreement for Shares in this Offering
10.11* Revolving Promissory Note issued by PTN Media, Inc. to Peter Klamka dated April 1, 1998, in the maximum principal sum of
$500,000
10.12* Escrow Agreement between University Bank and PTN Media
11.1* Computation of per share earnings
23.1 Consent of Lazar Levine & Felix LLP
23.2* Consent of the Law Offices of David Feldman (included in Exhibit 5.1)
24.1* Power of Attorney (included in Part II of the Registration Statement)
27.1* Financial Data Schedule
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*Previously filed.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PTN Media, Inc.
We hereby consent to the use, in this Post-Effective Amendment to the
Registration Statement on Form SB-2, of our report dated March 26, 1998,
relating to the financial statements of PTN Media, Inc., and to the reference to
our firm under the caption "Experts" in this registration statement.
LAZAR LEVINE & FELIX LLP
New York, New York
October 23, 1998
