<PAGE> 1
As filed with the Securities and Exchange Commission on July 27, 2000
Registration No. 333-95451
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Post-Effective Amendment No. 1 to Form S-1)
ESAT, INC.
(Name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Nevada 7370 95-0344604
(State or Jurisdiction of (Primary Standard Industrial (IRS Employer
Organization or Incorporation) Classification Code Number) Identification Number)
</TABLE>
10 Universal City Plaza, Suite 1130
Universal City, CA 91608
818-464-2600
(Address and telephone number of principal
executive offices and principal place of business)
Michael C. Palmer, President
eSat, Inc.
10 Universal City Plaza, Suite 1130
Universal City, CA 91608
818-464-2600
(Name, address and telephone number of agent for service)
Copy to:
David R. Decker
Freya L. Christian
Arter & Hadden LLP
725 South Figueroa Street, 34th Floor
Los Angeles, California 90017
<PAGE> 2
Reference is made to Item 13 of Part II of the Registration Statement
appearing on page II-1. Item 13 is completed to read as follows:
Item 13. Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
Description Amount
<S> <C>
Registration Fee $ 7,552(1)
----------------
NASD Filing Fee N/A
Legal Fees and Expenses (including Blue Sky) 125,000*
Accounting Fees and Expenses 75,000*
Transfer Agent Fees and Expenses N/A
Printing Expenses 105,000*
Miscellaneous 448*
----------------
$ 313,000(2)
</TABLE>
* estimated
(1) $13,550.72 was paid with the original filing.
(2) While all shares registered for sale are being sold by selling
shareholders, all expenses of issuance and distribution are being
paid by registrant per contractual agreements.
II-1
<PAGE> 3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Universal City,
State of California, on July 27, 2000.
ESAT, INC.
By /s/ Michael C. Palmer
------------------------------
Michael C. Palmer,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to 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/ Michael C. Palmer Chief Executive Officer, July 27, 2000
----------------------------------- President, Secretary and Director
Michael C. Palmer
/s/ Chester L. Noblett, Jr. Chairman of the Board and July 27, 2000
----------------------------------- Assistant Secretary
Chester L. Noblett, Jr.
/s/ Mark S. Basile Chief Financial Officer and July 27, 2000
----------------------------------- Principal Accounting Officer
Mark S. Basile
/s/ Gary Pan Director July 27, 2000
-----------------------------------
Gary Pan
/s/ Salvator A. Piraino Director July 27, 2000
-----------------------------------
Salvator A. Piraino
By: /s/ Michael C. Palmer
-----------------------------------
Michael C. Palmer,
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 4
POWER OF ATTORNEY
Each person whose signature appears appoints each of Michael Palmer and
Chester Noblett his agent and attorney-in-fact, with full power of substitution
to execute for him and in his name, in any and all capacities, all amendments
(including post-effective amendments) to the Registration Statement to which
this power of attorney is attached.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacity
and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Edward Raymund Director July 27, 2000
--------------------------
Edward Raymund
II-3
