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As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIUM4.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4037641
(State of Incorporation) (I.R.S. Employer Identification No.)
120 Fifth Avenue, Seventh Floor
New York, New York 10011
(212) 993-9400
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
Jonathan Braun
Chief Executive Officer
Medium4.com, Inc.
120 Fifth Avenue, Seventh Floor
New York, New York 10011
(212) 993-9400
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Copies of all communications and notices to:
Ira I. Roxland, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Tel: (212) 688-7000
Fax: (212) 755-2839
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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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 of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Shares Amount to Maximum Aggregate Maximum Aggregate Amount of
to be Registered be Registered Price Per Share(1) Offering Price(1) Registration Fee
---------------- ------------- ------------------ ----------------- ----------------
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $ .01 per
share................ 105,263 shs. $5.375 $565,789 $149.37
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Common Stock,
par value $ .01 per
share................ 105,263 shs.(2) $ 9.00 $947,367 $250.11
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Common Stock,
par value $ .01 per
share................ 600,000 shs.(2) $ 1.00 $600,000 $158.40
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Total................................................................................................$557.88
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</TABLE>
___________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (g)
(2) Represents shares underlying warrants.
_________________
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 Securities and Exchange Commission, acting
pursuant to said section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the SEC
is effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
__________________
Subject to completion - June 26, 2000
Prospectus
Medium4.com, Inc.
810,526 shares of common stock
__________________
This prospectus covers 105,263 shares of our common stock, as well as
705,263 shares of our common stock issuable upon future exercises of certain
warrants. All of these shares are being offered for sale by the person named
herein under the caption "Selling Stockholder." We will not receive any of the
proceeds from the sale of shares by the selling stockholder.
__________________
Please read the risk factors beginning on page 2 of this prospectus before
making a decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.
__________________
Our common stock and warrants are listed on the American Stock Exchange
under the symbols MDM and MDM.WS. The closing price of our common stock on June
22, 2000 was $5-1/4 per share.
__________________
June , 2000
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THE COMPANY
We are one of the leading independent Internet broadcasters. We provide
on-demand streaming audio and video content over our six Internet "television"
networks, which currently host over 60 distinct channels targeted to various
market segments and niches. Each day we provide, on-demand, nearly 400
constantly changing video programs, ranging from brief vignettes to full length
features in a wide variety of entertaining and informational subjects, from our
collection of over 26,000 videos. Our name underscores the Internet's role as
the fourth medium for television broadcasting, after traditional transmission,
cable and satellite television delivery.
We were incorporated in Delaware in November 1998 under the name
foreignTV.com, Inc. Our executive offices are located at 120 Fifth Avenue,
Seventh Floor, New York, New York 10011. Our telephone number is (212) 993-9400
and our primary website is located at www.medium4.com. The information on our
website is not part of this prospectus.
RECENT DEVELOPMENTS
We have recently entered into a master affiliate agreement with
Windfire International Corporation, Ltd., a British Virgin Islands corporation,
pursuant to which we have granted Windfire the exclusive right for an initial
term of five years to grant licenses solely to persons and entities acceptable
to us for the establishment and operation within the nations of Brunei,
Indonesia, Kenya, Malaysia, the Philippines, Singapore, South Africa, Tanzania,
Thailand and Uganda of Internet sites that will comprise discrete channels upon
one or more of our network of web sites.
The master affiliate agreement requires Windfire to pay us a one time
fee of $1,500,000 on or before June 30, 2000, of which $500,000 has been
received to date.
Windfire has also agreed to pay us commissions over the term of the
master affiliation agreement calculated upon specified percentages of annual
gross revenues, as defined in the agreement, received by Windfire from its
licensees. These commissions, which are payable on a quarter-annual basis, will
range from 10% to 30% of annual gross revenues, depending upon the specific
nation for which a license has been granted and the year during the term of the
agreement to which such revenues are attributable.
------------------
On May 10, 2000, our common stock and warrants were approved for
listing on The American Stock Exchange under the symbols MDM and MDM.WS. Trading
in our securities commenced on the AMEX on May 16, 2000.
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THE OFFERING
<TABLE>
<S> <C>
Securities offered for sale by the selling stockholder......... 810,526 shares (1)
Common stock to be outstanding after offering.................. 11,066,459 shares (2)
Use of Proceeds................................................ If the outstanding warrants owned by the
selling stockholder are exercised in full, we
will receive net proceeds of approximately
1.54 million, which we will add to our working
capital.
</TABLE>
______________________
(1) Represents the maximum number of shares covered by this prospectus.
(2) Assumes the exercise of 705,263 warrants beneficially owned by the
selling stockholder; does not include approximately 6.1 million shares
of our common stock issuable upon exercise of other currently
outstanding options and warrants.
RISK FACTORS
Prospective investors should consider carefully the risk factors set
forth below as well as the other information contained or incorporated by
reference in this prospectus prior to making an investment in our common stock.
We have a limited operating history
We have a limited operating history on which to base an evaluation of
our business and prospects, having only commenced our initial business
operations in May 1999. Our prospects must be considered in light of the risks,
difficulties and uncertainties frequently encountered by companies in an early
stage of development, particularly companies in new and rapidly evolving markets
such as the market for Internet broadcasting, services and advertising. These
risks include our ability to:
. provide compelling and unique content to Internet users;
. successfully market and sell our services; and
. effectively develop new and maintain existing relationships with
companies in our affiliate program, advertisers, content providers,
business customers and advertising agencies and other persons with
which do business;
As we have so little history of operations, investors will be unable to
assess our future operating performance or our future financial results or
condition by comparing these criteria against their past or present equivalents.
We expect to incur significant losses for the foreseeable future
We have only recently recognized material revenues from services or
advertising and we have
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experienced net losses since inception. We expect to incur significant losses on
both a quarterly and an annual basis for the foreseeable future. There can be no
assurance that we will ever achieve profitability.
We will be unable to attract viewers to our networks and their channels if the
public rejects streaming technology
Our success will depend upon market acceptance of streaming technology
as an alternative to broadcast television. Without streaming technology, viewers
would not be able to initiate playback of our programming until such programming
is downloaded in its entirety, resulting in significant waiting times. The
acceptance of streaming technology will depend upon a number of factors,
including :
. market acceptance of streaming players such as Microsoft's Windows
Media Player(TM) and RealNetworks'
RealPlayer; and
. technological improvements to the Internet infrastructure to allow for
improved video and audio quality
and a reduction in Internet usage congestion;
Early streaming technology suffered from poor audio quality, and current video
streaming is of lower quality than conventional media broadcasts. In addition,
Internet congestion may interrupt audio and video streams, resulting in user
dissatisfaction. Our prospects will be adversely affected if streaming media
technology fails to achieve or maintain broad acceptance.
We are dependent on providers of streaming media products
We rely on providers of streaming media products, such as Microsoft and
RealNetworks, to provide a broad base of users with streaming media software. We
currently license software products that enable the broadcast of streaming media
from such companies and others. We may need to acquire additional licenses to
meet our future needs. Users are currently able to download electronically
copies of Microsoft's Windows Media Player and RealNetwork's RealPlayer software
free of charge. If providers of streaming media products substantially increase
license fees charged to us for the use of their products or refuse to license
such products to us, our ability to provide streaming audio and video will be
adversely affected.
We may not be able to protect our proprietary rights
We regard our copyrights, trade secrets, trademarks, patents, and
similar intellectual property as significant to our growth and success. We rely
upon a combination of copyright and trademark laws, trade secret protection,
confidentiality and non-disclosure agreements and contractual provisions with
our employees and with third parties to establish and protect our proprietary
rights. We have applied for federal trademark protection for our networks and
other channels and brands and intend to apply for federal trademark protection
for other marks and names used in our business. Legal standards relating to the
validity, enforceability and scope of protection of certain proprietary rights
in Internet-related industries are uncertain and still evolving. We are unable
to assure investors as to the future viability or value of any of our
proprietary rights or those of other companies within the industry. We are also
unable to assure investors that the steps taken by us to protect our proprietary
rights will be adequate. Furthermore, we can give no assurance that our business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against us.
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We will need significant additional financing to grow
We will require substantial additional financing in order to seek to
expand our operations and to become a meaningful competitor in the Internet
broadcast industry. We have no current definitive arrangements with respect to
additional financing and there can be no assurance that any such financing will
be available to us on commercially reasonable terms, or at all. Moreover, if we
raise this additional capital through borrowing or other debt financing, we
would incur substantial interest expense. Sales of additional equity securities
will dilute on a pro rata basis the percentage ownership of all holders of
common stock. Any inability to obtain additional financing will materially
adversely affect us, including possibly requiring us to significantly curtail
operations.
Government regulation of the Internet could slow its growth
There are few laws or regulations directly applicable to the Internet.
For example, the Digital Millennium Copyright Act, enacted into law in 1998,
protects certain qualifying online service providers from copyright infringement
liability, the Internet Tax Freedom Act, also enacted in 1998, placed a three
year moratorium on new state and local taxes on Internet access and commerce,
and under the Communications Decency Act, an Internet service provider will not
be treated as the publisher or speaker of any information provided by another
information content provider. The appeal of the Internet makes it likely,
however, that state or national laws may be implemented in the future covering
such issues as user privacy, defamatory speech, copyright infringement, pricing
and characteristics and quality of products and services. Any new law or
regulation may have the effect of limiting the use of the Internet and its
growth as a new medium to communicate.
We currently do not collect sales or other taxes with respect to the
sale of services or products in states and countries where we believe we are not
required to do so. One or more states or countries have sought to impose sales
or other tax obligations on companies that engage in online commerce within
their jurisdictions. A successful assertion by one or more states or countries
that we should collect sales or other taxes on products and services, or remit
payment of sales or other taxes for prior periods, could adversely affect our
business.
We are dependent on certain third party content providers
Our future success depends upon our ability to aggregate and deliver
compelling content over the Internet. Although we create our own content, we
also rely to some extent on third party content providers, such as television
stations and networks, businesses and other organizations, film producers and
distributors, and record labels for compelling and entertaining content. Our
ability to maintain and build relationships with content providers is critical
to our success. Although many of our agreements with third party content
providers are for initial terms of more than one year, such agreements may not
be renewed or may be terminated prior to the expiration of their terms if we do
not fulfill our contractual obligations. Our inability to secure licenses from
content providers or the termination of a significant number of content provider
agreements would decrease the availability of content that we can offer users.
Such inability or termination may result in decreased traffic on our Web sites
and, as a result, decreased advertising revenue, which could adversely affect
our business.
Our agreements with certain of our content providers are nonexclusive,
and many of our competitors offer, or could offer, content that is similar to or
the same as that obtained by us from such nonexclusive content providers. Such
direct competition could dilute the value of the programming of
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our networks and channels.
Our large number of shares available for future sale could adversely affect the
price of our securities
Shares of our common stock owned by our affiliates, as this term is
defined in the Securities Act, will be restricted and subject to the limitations
of SEC Rule 144. Subject to certain contractual limitations, holders of
restricted shares generally will be entitled to sell these shares in the public
market without registration either pursuant to Rule 144 or any other applicable
exemption under the Securities Act. Sales of substantial amounts of restricted
shares when they become available for public sale, or the anticipation of such
sales, could adversely affect the then prevailing market price of our common
stock and may also impair our future ability to raise equity capital.
Moreover, as of March 31, 2000, we had outstanding options and warrants
covering approximately 6.8 million shares of our common stock. Future sales of
any shares represented by outstanding options and warrants, or the anticipation
of such sales, could adversely affect the market price of our securities and
could materially impair our future ability to raise capital through an offering
of equity securities. Further, the exercise of certain of these warrants will
cause our stockholders to incur substantial dilution in future earning per
share, if any.
USE OF PROCEEDS
We will not receive the proceeds from the sale of any of the shares of
our common stock offered by the selling stockholder. If the outstanding warrants
owned by the selling stockholder are exercised in full, we will receive proceeds
of approximately $1.54 million which will be added to our working capital.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file
with it (File No. 1-15853), which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and
information we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made by us with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until the sale of all of the shares of
common stock that are part of this offering. The documents we are incorporating
by reference are as follows:
. our Annual Report on Form 10-K and 10-K/A for the year ended December
31, 1999;
. our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
. our Current Report on Form 8-K dated May 15, 2000;
. our proxy statement for our annual meeting of shareholders scheduled
for July 7, 2000; and
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. the description of our units, common stock and warrants
contained in our registration statement on Form 8-A, including
any amendments or reports filed for the purpose of updating
that description.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to
that previous statement. Any statement so modified or superseded will not be
deemed a part of this prospectus except as so modified or superceded.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address and number:
Medium4.com, Inc.
120 Fifth Avenue, Seventh Floor
New York, New York 10011
(212) 993-9400
SELLING STOCKHOLDER
The following table sets forth certain information with respect to the
selling stockholder. We believe, based on information supplied by such person,
that except as noted, the person named in this table have sole voting and
investment power with respect to all shares of common stock which it
beneficially own. The last column in this table assumes the sale of all of our
shares offered by this prospectus. All of the shares of our common stock covered
by this prospectus are being registered pursuant to registration rights granted
by us to the selling stockholder in April 2000.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Common Stock Owned After Offering
----------------------- --------------------
Offered By
Name of Selling
Selling Stockholder Number Stockholder Number Percent
------------------------------- --------------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
Advanced Multimedia
Group, Inc................... 810,526(1) 810,526(1) - -
</TABLE>
-----------------
(1) Includes 705,263 shares of common stock underlying warrants.
The sale of the selling stockholder's shares may be effected from time
to time in transactions, which may include block transactions by or for the
account of the selling stockholder, upon the American Stock Exchange or in
negotiated transactions, or through the writing of options on the selling
stockholder's shares, a combination of these methods of sale, or otherwise.
Sales may be made at fixed prices which may be changed, at market prices
prevailing at the time of sale, or at negotiated prices.
The selling stockholder may effect the transactions by selling its
shares directly to purchasers, through broker-dealers acting as agents for the
selling stockholder, or to broker-dealers who may purchase shares as principals
and thereafter sell the selling stockholder's shares from time to time in the
over-the-counter market, in negotiated transactions, or otherwise. In effecting
sales, brokers and dealers
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engaged by the selling stockholder may arrange for other broker-dealers to
participate in resales. The selling stockholder may enter into hedging
transactions with broker-dealers, and in connection with these transactions,
broker-dealers may engage in short sales of the shares. The selling stockholder
may also sell shares short and deliver these shares to close out its short
positions. The selling stockholder may also enter into option or other
transactions with broker-dealers that involve the delivery of these shares to
the broker-dealers, who may then resell or otherwise transfer such shares. The
selling stockholder may also pledge these shares to a broker-dealer who, upon a
default, may sell or otherwise transfer these shares.
These broker-dealers, if any, may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder and/or the
purchaser for whom such broker-dealers may act as agents or to whom they may
sell as principals or both, which compensation as to a particular broker-dealer
may be in excess of customary commissions.
The selling stockholder and broker-dealers, if any, acting in
connection with these sales might be deemed to be "underwriters" within the
meaning of section 2(11) of the Securities Act. Any commission they receive and
any profit upon the resale of the securities might be deemed to be underwriting
discounts and commissions under the Securities Act.
We have advised the selling stockholder that during such time as it
may be engaged in a distribution of the common stock covered by this prospectus
it is required to comply with Regulation M promulgated under the Securities
Exchange Act. With certain exceptions, Regulation M precludes any selling
stockholder, any affiliated purchasers, and any broker-dealer or other person
who participates in such distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of
the foregoing may affect the marketability of our common stock.
Sales of any shares of common stock by the selling stockholder may
depress the price of the common stock in any market that may develop for the
common stock.
Any securities covered by this prospectus that qualify for sale
pursuant to SEC Rule 144 under the Securities Act may be sold under that Rule
rather than pursuant to this prospectus.
There can be no assurance that the selling stockholder will sell any or
all of the shares of common stock covered by this prospectus.
LEGAL MATTERS
The validity of the shares of our common stock covered by this
prospectus has been passed upon by Cooperman Levitt Winikoff Lester & Newman,
P.C., New York, New York. Members of Cooperman Levitt beneficially own shares of
our common stock.
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EXPERTS
The consolidated financial statements of Medium4.com, Inc. and
subsidiaries as of December 31, 1999 and 1998, and for the year ended December
31, 1999, incorporated by reference in this prospectus have been audited by
Radin, Glass & Co., LLP, independent auditors, as stated in their reports which
are incorporated by reference herein, and have been so included in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities
and Exchange Commission relating to the common stock we are offering by this
prospectus. This prospectus does not contain all of the information set forth in
the registration statement and the exhibits and schedules to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to are not necessarily complete and in each
instance we refer you to the copy of the contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference.
For further information with respect to our company and the common
stock offered by this prospectus, we refer you to the registration statement,
exhibits and schedules. A copy of the registration statement may be inspected by
anyone without charge at the public reference facilities maintained by the SEC
in:
. Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
. The Chicago Regional Office, Suite 1400, 500 West Madison Street,
Citicorp Center, Chicago, Illinois 60661; and
. The New York Regional Office, Suite 1300, 7 World Trade Center,
New York, New York 10048.
Copies of all or any part of the registration statement may be obtained
from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the prescribed fees. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The registration statement is also available through the
SEC's Web site at http://www.sec.gov.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth various expenses which will be incurred in
connection with this offering as it relates to this Post-Effective Amendment to
this Registration Statement:
Registration Fee............................................ $ 557.88
Legal Fees and Expenses..................................... 5,000.00
Accounting Fees and Expenses................................ 2,500.00
Miscellaneous Expenses...................................... 1,942.12
------------
Total.............................................. $ 10,000.00
============
Item 15. Indemnification of Directors and Officers.
Except as set forth in this Item 15, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
Article FIFTH of the Certificate of Incorporation of Medium4.com, Inc.
("Registrant") provides that Registrant shall indemnify to the fullest extent
permitted by Sections 102(b)(7) and 145 of the Delaware General Corporation Law,
as amended from time to time, each of its officers and directors, such right to
indemnification being expressed in said Article FIFTH as a contractual right,
and may so indemnify such other persons that such Sections grant Registrant the
power to indemnify. Article FIFTH of the Certificate of Incorporation of
Registrant also provides that no director shall be liable to the corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of loyalty
to the corporation or its stockholders, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit.
Section 145 of the DGCL grants the registrant the power to indemnify
existing and former directors, officers, employees and agents of the registrant
who are sued or threatened to be sued because they are or were directors,
officers, employees and agents of the registrant.
Registrant maintains a policy of insurance under which its directors and
officers are insured, within the limits and subject to the limitations of the
policy, against certain expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits or proceedings
to which they are parties by reason of being or having been such directors or
officers.
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Item 16..Exhibits.
Exhibit
Number Description of Exhibit
4.1 Specimen certificate representing registrant's common stock (1)
4.2 Registrant's Restated Certificate of Incorporation (1)
4.3 Registrant's Restated Certificate of Incorporation, as
amended(2)
4.4 Registrant's Bylaws, as amended (1)
5.1 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
23.1 Consent of Radin, Glass & Co., LLP
23.2 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(contained in their opinion included under Exhibit 5.1)
24.1 Power of Attorney (comprises a portion of the signature page to
this Registration statement)
------------
(1) Filed as an exhibit to Registrant's registration statement on Form S-1
(File No. 333-71733).
(2) Filed as an exhibit to Registrant's registration statement on Form 8-A
(File No. 0-15863).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) 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, as amended (the "Securities Act"), each post-effective
amendment that contains a form of prospectus 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that is incorporated by reference in the Registration Statement, shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to Item 15 of this Part II to the Registration Statement, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
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payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 the public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonably grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 22, 2000.
Medium4.com, Inc.
By: /s/ JONATHAN BRAUN
----------------------------
Jonathan Braun
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>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JONATHAN BRAUN Chief Executive Officer and Director June 22, 2000
-----------------------------
Jonathan Braun
/s/ HAROLD BERLINER Treasurer and Principal Financial and June 22, 2000
-----------------------------
Harold I. Berliner Accounting Officer
* Chairman of the Board and Director June 22, 2000
-----------------------------
I. William Lane
* Senior Vice President-International June 22, 2000
----------------------------- Operations and Director
Bruno Finel
* Vice President-Legal Affairs, General June 22, 2000
-----------------------------
Marc D. Leve Counsel, Secretary and Director
Director
-----------------------------
Stanley S. Canter
----------------------------- Director
Junichi Watanabe
</TABLE>
____________________
* Jonathan Braun, pursuant to powers of attorney (executed by each of the
officers and directors listed above and indicated as signing above, and
filed with the Securities and Exchange Commission), by signing his name
hereto does hereby sign and execute this registration statement on
behalf of each of the persons referenced above.
Dated: June 22, 2000
/s/ Jonathan Braun
------------------------
Jonathan Braun
II-4
