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As filed with the Securities and Exchange Commission on January 7, 2000
Registration No. 333-91753
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ConMat Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Florida 3089 23-2999072
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(State or Other Jurisdiction of (Primary Standard (IRS Employer
Incorporation or Organization Classification Code Number) Identification Number)
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ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460
(610) 935-0225
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(Address and Telephone Number
of Registrant's Principal Executive Offices and Principal Place of Business)
Paul A. DeJuliis
Chairman and Chief Executive Officer
ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460
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(Name, Address and Telephone Number of Agent for Service)
with a copy to:
Lawrence D. Rovin, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
(215) 568-6060
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Approximate date of commencement of proposed sale to the public: As soon as
practicable following the date on which this Registration Statement becomes
effective.
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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, 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 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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EXHIBIT 5
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[LETTERHEAD OF ATLAS, PEARLMAN, TROP & BORKSON, PA]
January 10, 2000
Board of Directors
ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460
Re: ConMat Technologies, Inc. -- File No. 333-91753
Registration Statement on Form SB-2
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Gentlemen:
We have acted as special counsel to ConMat Technologies, Inc. (the
"Company") in connection with the proposed registration of shares (the "Shares")
of the Company's common stock, par value $.001 per share (the "Common Stock"),
on a registration statement on Form SB-2 filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"). This registration statement, as it may be
amended or supplemented from time to time, including all exhibits thereto, is
referred to hereinafter as the "Registration Statement."
The Shares consist of up to (i) 1,250,000 shares of Common Stock issued
and outstanding (the "Outstanding Shares"), (ii) 1,386,666 shares of Common
Stock issuable upon conversion of the Company's Series A Convertible Preferred
Stock (the "Conversion Shares"), (iii) 196,667 shares of Common Stock issuable
upon exercise of warrants (the "Warrant Shares") and (iv) 425,000 shares of
Common Stock issuable upon exercise of options (the "Option Shares").
In this regard, we have examined: (i) the Company's Articles of
Incorporation and Bylaws, each as amended and as presently in effect; (ii) the
Registration Statement; and (iii) such officers' certificates, resolutions,
minutes, corporate records and other documents as we have deemed necessary or
appropriate for purposes of rendering the opinions expressed herein.
In rendering such opinions, we have assumed the authenticity of all
documents and records examined, the conformity with the original documents of
all documents submitted to us as copies and the genuineness of all signatures.
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The opinions expressed herein are based solely upon our review of the
documents and other materials expressly referred to above. We have not reviewed
any other documents in rendering such opinions. Such opinions are therefore
qualified by the scope of that document examination.
The opinions expressed herein are based solely upon our review of the
documents and other materials expressly referred to above. We have not reviewed
any other documents in rendering such opinions. Such opinions are therefore
qualified by the scope of that document examination.
Based upon and subject to the foregoing, and on such other examinations
of law and fact as we have deemed necessary or appropriate in connection
herewith, we are of the opinion that, the Outstanding Shares are, and when
issued upon conversion or exercise of the Series A Convertible Preferred Stock,
warrants or options, the Conversion Shares, Warrant Shares and Option Shares,
all in accordance with the terms thereof, will be, duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock.
This opinion is limited to the law of the State of Florida and the
federal securities laws of the United States. Except as expressly otherwise
noted herein, this opinion is given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not hereby admit that we
fall within the category of persons whose consent is required pursuant to
Section 7 of the Securities Act.
Very truly yours,
/s/ Atlas Pearlman Trop & Borkson, P.A.
