<PAGE>
As filed with the Securities and Exchange Commission on June 5, 2000
Registration No. 333-71733
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Post-Effective Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
Medium4.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 4899 13-4037641
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
120 Fifth Avenue, Seventh Floor
New York, New York 10011
(212) 993-9400
(Address and telephone number 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 and telephone number of agent for service)
______________________
Copies to:
----------
Ira I. Roxland, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
Fax: (212) 755-2839
______________________
Approximate date of commencement of proposed sale to the public: This post-
effective amendment deregisters those securities that remain unsold hereunder as
of the date hereof.
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. [_]
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 statement
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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DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement (No. 333-71733) is to deregister the following:
. 21,567 units, each unit consisting of one share of common stock, par value
$.01 per share (the "Common Stock"), and one common stock purchase warrant
(the "Warrants"), of Medium4.com, Inc. (the "Company"), such units
representing the unsold portion of the Company's best-efforts offering;
. 2,157 underwriter's unit purchase options, representing options not earned
by the underwriter in the Company's best-efforts offering;
. 2,157 units, each unit consisting of one share of Common Stock and one
Warrant, issuable upon exercise of the underwriter's unit purchase options
being deregistered by this registration statement; and
. 23,724 shares of Common Stock, representing shares issuable upon exercise
of the Warrants being deregistered by this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this post-effective amendment no. 1 to 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 5, 2000.
Medium4.com, Inc.
By: /s/ Jonathan Braun
-----------------------------------------
Jonathan Braun, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to this registration statement has been signed
below by the following persons in the capacities indicated on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Jonathan Braun Chief Executive Officer and Director June 5, 2000
----------------------
Jonathan Braun
/s/ Harold Berliner Treasurer and Principal Financial June 5, 2000
---------------------- and Accounting Officer
Harold I. Berliner
* Chairman of the Board and Director June 5, 2000
----------------------
I. William Lane
/s/ David Badner Executive Vice President and Director June 5, 2000
----------------------
David Badner
* Senior Vice President-International June 5, 2000
---------------------- Operations and Director
Bruno Finel
* Vice President-Legal Affairs, June 5, 2000
---------------------- General Counsel, Secretary
Marc D. Leve and Director
Director
----------------------
Stanley S. Canter
Director
----------------------
Junichi Watanabe
____________
* 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 Post-Effective Amendment to the
Registration Statement on behalf of each of the persons referenced above.
Dated: June 5, 2000 /s/ Jonathan Braun
---------------------------------------
Jonathan Braun
