<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1999
REGISTRATION NO. 333-58631
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OUTLOOK SPORTS TECHNOLOGY, INC.
(Name of Small Business Issuer in its Charter)
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<S> <C> <C>
DELAWARE 3949 65-0648808
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification Number)
Code Number)
</TABLE>
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100 GRAND STREET, 5TH FLOOR
NEW YORK, NEW YORK 10013
(212) 966-0400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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PAUL BERGER
CHIEF EXECUTIVE OFFICER
100 GRAND STREET, 5TH FLOOR
NEW YORK, NEW YORK 10013
(212) 966-0400
(Address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
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<S> <C>
GREGORY SICHENZIA, ESQ. JAY M. KAPLOWITZ, ESQ.
RICHARD A. FRIEDMAN, ESQ. GERSTEN, SAVAGE & KAPLOWITZ, LLP
SICHENZIA, ROSS & FRIEDMAN LLP 10 East 52nd Street
135 West 50th Street New York, New York 10022
20th Floor (212) 752-9700
New York, New York 10020
(212) 664-1200
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this 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: / /
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. /X/ Registration Statement No. 333-58631
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value (2)......... 460,000 $5.80 $2,668,000 --
Representative's Warrant......................... 40,000 $0.01 $400 --
Class A Common Stock issuable upon exercise of
Representative's Warrant....................... 40,000 $9.57 $382,800 --
Total............................................ 540,000 $3,051,200 $986.34 (3)
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.
(2) Includes 60,000 shares of Class A Common Stock subject to the Underwriters'
over-allotment option.
(3) Includes a filing fee of $10,546 paid in connection with the initial filing
of this Registration Statement on July 7, 1998.
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, AS AMENDED, 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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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 27: EXHIBITS
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1.1* Form of Representative's Warrant
1.2* Form of Underwriting Agreement
3.1* Amended and Restated Certificate of Incorporation of the Company
3.2* By-Laws of the Company
4.1* Specimen certificate for the Common Stock of the Company
5.1 Opinion of Sichenzia, Ross & Friedman LLP
10.1* Employment Agreement with William Barthold, dated January 16, 1996
10.2* Employment Agreement with Daniel Snider, dated January 16, 1998
10.3* Business Note and Security Agreement, dated June 19, 1997, with Barnett Bank, N.A.
10.4* Revolving Accounts Receivable Funding Agreement between the Company and Gibraltar
Financial Corporation, dated November 25, 1997
10.5* Amendment to Revolving Accounts Receivable Funding Agreement, dated November 25,
1997
10.6* Gibraltar Financial Corporation Demand Note, dated November 25, 1997
10.7* Form of Promissory Note signed by the Company in favor of Paul Berger, Jim Dodrill
and Stanley Berger for all advances made by them to the Company
10.8* Security Agreement with Stanley Berger, dated October 1, 1997
10.9* Subordination Agreement with Stanley Berger, dated December 3, 1997
10.10* Option, dated January 24, 1997, received by Paul Berger as consideration for an
advance made by him to the Company
10.11* Option, dated September 5, 1996, received by Jim Dodrill as consideration for an
advance made by him to the Company
10.12* Form of Warrant for the purchase of the Common Stock of the Company received by
Stanley Berger as consideration for advances made by him to the Company
10.13* Form of Promissory Note signed by the Company in favor of all participants in a
private financing between February 4, 1997 and April 30, 1997
10.14* Form of Warrant for the purchase of the Common Stock of the Company received by
all participants in a private financing between February 4, 1997 and April 30,
1997
10.15* Form of Promissory Note signed by the Company in favor of all participants in a
private financing between May 12, 1997 and June 30, 1997
10.16* Form of Warrant for the purchase of the Common Stock of the Company received by
all participants in a private financing between May 12, 1997 and June 30, 1997
10.17* Form of Promissory Note signed by the Company in favor of all participants in a
private financing in July, 1997
10.18* Form of Warrant for the purchase of the Common Stock of the Company received by
all participants in a private financing in July, 1997
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II-5
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10.19* Form of Consent to extension of payment date for all Notes executed by the Company
in all private financings
10.20* Form of Subscription Agreement signed by all investors in the Company
10.21* Lease Agreement, dated March 13, 1997, between the Company and Sanctuary of Boca,
Inc. (for office space in Boca Raton)
10.22* Amendment to Lease #1, dated August 1, 1997, between the Company and Sanctuary of
Boca, Inc.
10.23* Amendment to Lease #2, dated February 2, 1998, between the Company and Sanctuary
of Boca, Inc.
10.24* Sublease Agreement and Rider, dated December 1, 1996, between the Company and Tom
Rochon Associates (for office space in New York City) and Over-Lease Agreement
incorporated therein
10.25* Sublease Agreement and Rider, dated July 12, 1996, between the Company and Tom
Rochon Associates (for office space in New York City) and Over-Lease Agreement
incorporated therein
10.26* Research, Development and Consulting Contract, dated October 8, 1996, with Chou
Golf Design Labs, Inc.
10.27* Contract Amendment, dated May 4, 1997, to Research, Development and Consulting
Contract with Chou Golf Design Labs, Inc.
10.28* Agreement, dated September 1, 1998, with G. Day Associates, Inc.
10.29* 1996 Incentive and Non-qualified Stock Option Plan
10.30* Form of Incentive Stock Option Agreement under 1996 Incentive and Non-qualified
Stock Option Plan
10.31* Form of Non-qualified Stock Option Agreement under 1996 Incentive and
Non-Qualified Stock Option Plan
10.32* 1998 Incentive and Non-qualified Stock Option Plan
10.33* Form of Incentive Stock Option Agreement under 1998 Incentive and Non-Qualified
Stock Option Plan
10.34* Form of Non-Qualified Stock Option Agreement under 1998 Incentive and
Non-Qualified Stock Option Plan
10.35* MONY Deferred Compensation Plan for managers of the Company
10.36* Settlement Agreement and Release, dated May 4, 1998, between the Company and Hippo
Holdings Ltd
10.37* Consulting Agreement, dated April 29, 1998, between the Company and Argent
Securities, Inc.
10.38* Form of Non-Qualified Stock Option Agreement for Outside Directors under 1998
Incentive and Non-Qualified Stock Option Plan
10.39* Termination Agreement, dated September 1, 1998, between the Company and Daniel
Snider
10.41* Form of Exchange Agreement
23.1* Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sichenzia, Ross & Friedman LLP (included in Exhibit 5.1)
24.1* Power of Attorney (contained on the signature page of this Registration Statement)
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II-6
<PAGE>
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27.1* Financial Data Schedule
99.1* Consent of Daniel Snider to being named in the Registration Statement as a new
director, dated June 19, 1998
99.2* Consent of Kim Haskell to being named in the Registration Statement as a new
director, dated June 23, 1998
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* Previously filed.
** To be filed by amendment.
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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.
(a) The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells, a post-effective
amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the termination of the offering.
(4) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1) or (4) of
497(h) under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
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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
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, the State of New York, on March 18, 1999.
OUTLOOK SPORTS TECHNOLOGY, INC.
By: /s/ PAUL H. BERGER
-----------------------------------------
Paul H. Berger
CHIEF EXECUTIVE OFFICER AND CHAIRMAN
OF THE BOARD OF DIRECTORS
By: /s/ JIM G. DODRILL II
-----------------------------------------
Jim G. Dodrill II
PRESIDENT
By: /s/ EVERETTE C. HINSON
-----------------------------------------
Everette C. Hinson
VICE PRESIDENT FINANCE
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Exhibit 5.1
[LETTERHEAD OF SICHENZIA, ROSS & FRIEDMAN LLP]
March 17, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Outlook Sports Technologies, Inc.
File No. 333-58631
Ladies and Gentlemen:
We refer to the above captioned registration statement on Form SB-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act", filed by Outlook Sports Technologies, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of the officers of the
Company and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as certified copies of photocopies and the
authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the
securities being sold pursuant to the Registration Statement are duly authorized
and will be, when sold in the manner described in the Registration Statement,
legally and validly issued, and, in the case of the Common stock, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus. 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 of the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Sichenzia, Ross & Friedman LLP
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Sichenzia, Ross & Friedman LLP
