<PAGE>
As filed with the Securities and Exchange Commission on March 24, 2000
Registration No. 333-31748
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KANAKARIS COMMUNICATIONS, INC.
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(Name of Small Business Issuer in its charter)
Nevada 3714 86-0888532
- ---------------------------- --------------------------- ------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Code Number)
------------------
3303 HARBOR BOULEVARD, SUITE F-3
COSTA MESA, CA 92626
(714) 444-0560
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(Address and telephone number of Registrant's principal executive
offices and principal place of business)
------------------
Alex Kanakaris
President and Chief Executive Officer
Kanakaris Communications, Inc.
3303 Harbor Boulevard, Suite F-3
Costa Mesa, CA 92629
(714) 444-0560
----------------------------------------------------------
(Name, address, and telephone number of agent for service)
Copies to:
Larry A. Cerutti, Esq.
Cristy Lomenzo Parker, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, California 92626
(714) 641-5100
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
------------------
<PAGE>
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, please check the following box and list
the Securities Act registration 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 the delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered (1) per Unit Offering Price (2) Fee (3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 2,568,046 $1.47 $3,775,028 $996.61
====================================================================================================================
</TABLE>
(1) In the event of a stock split, stock dividend, or similar transaction
involving common stock of the Registrant, in order to prevent dilution,
the number of shares registered shall be automatically increased to cover
the additional shares in accordance with Rule 416(a) under the Securities
Act.
(2) Estimated solely for the purpose of determining the registration fee.
Calculated pursuant to Rule 457(c) under the Securities Act, on the basis
of the average of the bid and asked price per share as reported for such
securities by the NASD's OTC Bulletin Board on February 28, 2000.
(3) Registration fee was paid with initial filing.
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 becomes effective on
such date as the Commission, acting under Section 8(a), may determine.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 27. EXHIBITS.
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
3.1................................ Articles of Incorporation of the Registrant filed with the
Nevada Secretary of State on November 1, 1991*
3.2................................ Certificate of Amendment of Articles of Incorporation of
the Registrant filed with the Nevada Secretary of State on
June 26, 1997*
3.3................................ Certificate of Amendment of Articles of Incorporation of
the Registrant filed with the Nevada Secretary of State on
November 26, 1997*
3.4................................ Certificate of Amendment of Articles of
Incorporation of the Registrant filed with the
Nevada Secretary of State on March 3, 1999*
3.5................................ Certificate of Designation of Class A Convertible
Preferred Stock of the Registrant filed with the Nevada
Secretary of State on March 9, 1999*
3.6................................ By-Laws of the Registrant*
4.1................................ Specimen Common Stock Certificate**
4.2................................ Convertible Debenture Purchase Agreement dated as of
February 4, 2000 between the investors named therein
and the Registrant*****
4.3................................ 10% Convertible Debenture due February 1, 2001 made
by the Registrant in favor of New Millenium Capital
Partners II, LLC*****
4.4................................ 10% Convertible Debenture due February 1, 2001 made
by the Registrant in favor of AJW Partners, LLC*****
4.5................................ 10% Convertible Debenture due February 1, 2001 made
by the Registrant in favor of Bank Insinger de
Beaufort*****
4.6................................ Stock Purchase Warrant dated as of February 4, 2000
issued by the Registrant to New Millenium Capital
Partners II, LLC*****
4.7................................ Stock Purchase Warrant dated as of February 4, 2000
issued by the Registrant to AJW Partners, LLC*****
4.8................................ Stock Purchase Warrant dated as of February 4, 2000
issued by the Registrant to Bank Insinger de
Beaufort*****
4.9................................ Stock Escrow and Security Agreement dated as of February 4,
2000 between the Registrant, Owen Naccarato and the investors
named therein*****
4.10............................... Registration Rights Agreement dated as of February 4, 2000
by and between the Registrant and the investors named
therein*****
5.1................................ Opinion of Rutan & Tucker, LLP
II-1
<PAGE>
10.1............................... Stock Purchase Agreement dated as of October 10, 1997 by
and between Christel H. Uttenbogaart and Kanakaris
InternetWorks, Inc.**
10.2............................... Acquisition Agreement dated as of November 25, 1997 between
Big Tex Enterprises, Inc. and Kanakaris InternetWorks, Inc.**
10.3............................... Windows Media (TM) Technology Promotion Agreement dated
February 18, 1999 between Microsoft Corporation and the
Registrant**
10.4............................... GEO Publishing, Inc. WebRadio(TM) Webcasting Service
Agreement - Live 24/7 Audio Streaming dated June 15,
1999 between GEO Publishing Inc. and the Registrant**
10.5............................... Sublease Agreement dated as of October 8, 1999 by and between
Belfiore-Fitzgerald and the Registrant**
10.6............................... License Agreement dated as of February 18, 1999 between the
Registrant and ION Systems, Inc.**
10.7............................... First Amendment to License Agreement dated effective as of
March 22, 1999 by and between the Registrant and ION
Systems, Inc. **
10.8............................... Agreement dated October 21, 1999 between eConnect and the
Registrant**
10.9............................... Memorandum of Understanding dated November 1, 1999 by and
between SyCoNet.com Inc. and the Registrant**
10.10.............................. Custom Content Service Agreement dated August 23, 1999 between
ScreamingMedia.Net, Inc. and the Registrant**
10.11.............................. On-Line Classifieds/On-Line Auctions/On-Line Personals Internet
Content Provider Agreement dated effective August 1, 1999
between InXsys Broadcast Networks, Inc. and the Registrant**
10.12.............................. Memorandum of Understanding dated February 25, 1999 between
the Registrant and Alliance Equities**
10.13.............................. Memorandum of Understanding dated April 7, 1999 between the
Registrant and Alliance Equities**
10.14.............................. Promissory Note dated May 19, 1997 made by Branch Lotspeich
in favor of Kanakaris InternetWorks, Inc.**
10.15.............................. Promissory Note dated February 27, 1997 made by David Valenti
in favor of Kanakaris InternetWorks, Inc.**
10.16.............................. Promissory Note dated February 26, 1997 made by Alex Kanakaris
in favor of Kanakaris InternetWorks, Inc.**
10.17.............................. Promissory Note dated September 30, 1997 made by Alex
Kanakaris in favor of Kanakaris InternetWorks, Inc.**
10.18.............................. Promissory Note dated April 7, 1997 made by John McKay in favor
of Kanakaris InternetWorks, Inc.**
10.19.............................. Promissory Note dated January 8, 1998 made by John McKay
in favor of Kanakaris InternetWorks, Inc.**
10.20.............................. Promissory Note dated January 8, 1998 made by Alex Kanakaris in
favor of Kanakaris InternetWorks, Inc.**
10.21.............................. Promissory Note dated January 8, 1998 made by Branch Lotspeich
in favor of Kanakaris InternetWorks, Inc.**
II-2
<PAGE>
10.22.............................. Promissory Note dated January 8, 1998 made by David Valenti in
favor of Kanakaris InternetWorks, Inc.**
10.23.............................. Windows Media(TM) ICP Broadband Jumpstart Program Agreement
dated effective as of December 7, 1999 between the Registrant
and Microsoft Corporation**
10.24.............................. encoding.com Terms and Conditions and related purchase
orders****
10.25.............................. Revolving Line of Credit Agreement dated as of December 10, 1999
by and between the Registrant and Alliance Equities****
10.26.............................. Promissory Note dated January 7, 2000 made by the Registrant
in favor of Alex F. Kanakaris*****
10.27.............................. Promissory Note dated December 27, 1999 made by the Registrant
in favor of Branch Lotspeich*****
10.28.............................. Non-Qualified Stock Option Agreement dated December 31,
1999 between the Registrant and Alex F. Kanakaris*****
10.29.............................. Non-Qualified Stock Option Agreement dated December 31,
1999 between the Registrant and Branch Lotspeich*****
10.30.............................. Non-Qualified Stock Option Agreement dated December 31,
1999 between the Registrant and John R. McKay*****
16.1............................... Letter On Change in Certifying Accountant***
21.1............................... Subsidiaries of the Registrant**
23.1............................... Consent of Weinberg & Company, P.A., independent
certified public accountants*****
23.2............................... Consent of Weinberg & Company, P.A., independent certified
public accountants*****
23.3............................... Consent of Tanner + Co., independent certified public
accountants*****
23.4............................... Consent of Rutan & Tucker, LLP (contained in the
opinion included as Exhibit 5.1
24.1............................... Power of Attorney (contained on the signature page to
the initial filing of this registration statement)*****
</TABLE>
- ---------------
* Filed as an exhibit to the Registrant's Form SB-2 filed with the
Securities and Exchange Commission on August 10, 1999 (Registration No.
333-84909) and incorporated herein by reference.
** Filed as an exhibit to the Registrant's Amendment No. 1 to Form SB-2
filed with the Securities and Exchange Commission on November 19, 1999
(Registration No. 333-84909) and incorporated herein by reference
*** Filed as an exhibit to the Registrant's Amendment No. 2 to Form SB-2
filed with the Securities and Exchange Commission on November 24, 1999
(Registration No. 333-84909) and incorporated herein by reference.
**** Filed as an exhibit to the Registrant's Amendment No. 3 to Form SB-2
filed with the Securities and Exchange Commission on December 21, 1999
(Registration No. 333-84909) and incorporated herein by reference.
***** Filed as an exhibit to the Registrant's Form SB-2 filed with the
Securities and Exchange Commission on March 3, 2000 (Registration No.
333-31748) and incorporated herein by reference.
II-3
<PAGE>
SIGNATURES
Pursuant to 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 has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, England, on March 24, 2000.
KANAKARIS COMMUNICATIONS, INC.
By: /S/ ALEX F. KANAKARIS
--------------------------------------
Alex F. Kanakaris, Chairman of the
Board, President and Chief Executive
Officer
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.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<CAPTION>
<S> <C> <C>
/S/ ALEX F. KANAKARIS Chairman of the Board, March 24, 2000
- ---------------------------- President, Chief Executive
Alex F. Kanakaris Officer, and Director
(Principal Executive
Officer)
* Vice Chairman of the Board, March 24, 2000
- ---------------------------- Secretary and Director
Branch Lotspeich
* Acting Chief Financial March 24, 2000
- ---------------------------- Officer (Principal Financial
David Thomas Shomaker Officer)
* Director March 24, 2000
- ----------------------------
John Robert McKay
Director March ___, 2000
- ----------------------------
Dr. Steven A. Newman
Director March ___, 2000
- ----------------------------
Patrick McKenna
* By: /S/ ALEX F. KANAKARIS
----------------------
Attorney-In-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1...................... Opinion of Rutan & Tucker, LLP
II-5
March 24, 2000
Kanakaris Communications, Inc.
3303 Harbor Boulevard, Suite F-3
Costa Mesa, California 92629
Re: Registration Statement on Form SB-2 re 2,568,046 Shares of
Common Stock (Registration No. 333-31748)
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Kanakaris Communications, Inc., a Nevada
corporation (the "Company"), in connection with the filing of a Registration
Statement to which this opinion is an Exhibit (the "Registration Statement")
with respect to the offer and sale of up to an aggregate of 2,568,046 shares of
the Company's Common Stock, $.001 par value per share (the "Shares"), 2,268,046
of which Shares (the "Debenture Shares") are issuable upon conversion of the
Company's 10% Convertible Debentures due February 1, 2001 and as payment of
interest thereunder (the "Debentures"), and 300,000 of which Shares (the
"Warrant Shares") are issuable upon exercise of Stock Purchase Warrants (the
"Warrants"), all as described in the Registration Statement, by the holders
thereof (the "Selling Security Holders").
We are familiar with the corporate actions taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares and have made such other legal and factual inquiries as we deem
necessary for purposes of rendering this opinion.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies, the authenticity of the originals of
such copied documents, and, except with respect to the Company, that all
individuals executing and delivering such documents were duly authorized to do
so.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth below, we are of the opinion that the
Shares to be issued upon conversion of the Debentures and upon exercise of the
Warrants have been duly authorized and reserved and, when issued upon conversion
of each of the Debentures and upon exercise of each of the Warrants in
accordance with their respective terms, including payment of the applicable
conversion or exercise price, will be validly issued, fully paid and
non-assessable.
<PAGE>
Kanakaris Communications, Inc.
March 24, 2000
Page 2
You have informed us that the Selling Security Holders may sell the
Shares from time to time on a delayed or continuous basis. This opinion is
limited to the laws of the State of California, Chapter 78 of the Nevada Revised
Statutes and federal law as in effect on the date hereof, exclusive of state
securities and blue sky laws, rules and regulations, and to all facts as they
presently exist.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the filing of this opinion as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the General Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
/S/ RUTAN & TUCKER, LLP
