As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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3Dshopping.com
(Exact Name of Registrant in its Charter)
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California 45411 95-4594029
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation) Classification Number)
Code No.)
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517 Boccaccio Drive
Venice, CA 90291
Telephone: (310) 301-6733
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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ROBERT J. GRANT
517 Boccaccio Drive
Venice, CA 90291
Telephone: (310) 301-6733
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
John H. Halle, Esq. Debra K. Weiner, Esq.
Jason M. Brauser, Esq. Grover T. Wickersham, P.C.
Stoel Rives LLP 430 Cambridge Avenue, Suite 100
900 SW Fifth Avenue, Suite 2300 Palo Alto, CA 94306
Portland, Oregon 97204 (650) 323-6400
(503) 224-3380
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [ ]
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. [X] 333-74795
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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 number of the earlier effective registration statement for the same
offering. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount Proposed Maximum Proposed Maximum
of Securities to be to be Offering Price per Aggregate Offering Amount of
Registered Registered Share (1) Price (1) Registration Fee
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units, (2) each consisting of.................. 115,000 shares $12.00 $1,380,000 $384
(i) one share of Common Stock; and............ 115,000 shares __ __ __
(ii) one Warrant to purchase one share of
Common Stock.............................. 115,000 shares __ __ __
Units issuable upon exercise of the
Representative's Warrants (3), each
consisting of.................................. 10,000 shares $14.40 $144,000 $40
(i) one share of Common Stock; and............ 10,000 shares __ __ __
(ii) one Warrant to purchase one share of
Common Stock.............................. 10,000 shares __ __ __
Shares of Common Stock issuable upon exercise
of Warrant, including Warrants underlying
Representative's Warrants(4)................... 125,000 shares $18.00 $2,250,000 $626
- - -----------------------------------------------------------------------------------------------------------------------------------
Totals $3,774,000 $1,050
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(1) Estimated solely for the purpose of computing the amount of the registration fee based on the average of the high and low
prices for the Common Stock as reported by the Nasdaq National Market on July 29, 1997 in accordance with Rule 457(a) under the
Securities Act of 1933, as amended.
(2) Includes 15,000 Units that Paulson Investment Company, Inc., the representative of the several Underwriters (the
"Representative") has the option to purchase to cover over-allotments, if any (the "Over-allotment Option").
(3) In connection with the sale of Units, the Registrant is granting to the Representative warrants to purchase 10,000 Units (the
"Representative's Warrants").
(4) Pursuant to Rule 417, there are also being registered such additional shares of Common Stock as may be issuable pursuant to the
anti-dilution provisions of the Warrants and the Representative's Warrants.
</TABLE>
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 Commission, acting pursuant to said Section 8(a),
may determine.
2
<PAGE>
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-1, as amended (File No. 333-74795) filed by
3Dshopping.com (the "Registrant") with the Securities and Exchange Commission as
declared effective on July 20, 1999, are incorporated herein by reference.
EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit
No. Description of Exhibit
- - ------- ----------------------
5.1 Opinion of Stoel Rives LLP as to the legality of the securities
23.1 Consents of Friedman, Minsk, Cole & Fastovsky
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Venice, California on the 20th day of July, 1999.
3Dshopping.com
By: LAWRENCE WEISDORN
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Lawrence Weisdorn, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on July 20, 1999, by the
following persons in the capacities indicated.
Signature Title
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LAWRENCE WEISDORN Chairman of the Board, Chief Executive
- - ---------------------------------- Officer and Director (Principal Executive
Lawrence Weisdorn Officer)
ROBERT J. GRANT Treasurer and Secretary and Director
- - ---------------------------------- (Principal Accounting and Financial
Robert J. Grant Officer)
DONALD L. HEJMANOWSKI Director
- - ----------------------------------
Donald L. Hejmanowski
JOEL F. MCINTYRE Director
- - ----------------------------------
Joel F. McIntyre
4
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INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
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5.1 Opinion of Stoel Rives LLP
23.1 Consents of Friedman, Minsk, Cole & Fastovsky
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)
EXHIBIT 5.1
July 20, 1999
Board of Directors
3Dshopping.com
517 Boccaccio Avenue
Venice, CA 90291
Re: Registration Statement of Form S-1
We have acted as counsel for 3Dshopping.com, a California corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S- 1, Registration No. 333-59723 (the "Registration
Statement"), and a related new Registration Statement (the "New Registration
Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Act"), covering 1,100,000 Units, each unit consisting of one share
of Common Stock and one Warrant to purchase one share of Common Stock of the
Company, plus up to 165,000 Units that are subject to an option granted to the
underwriters solely to cover overallotments, if any (the "Units"), and a Warrant
to purchase up to 110,000 Units. We have reviewed the corporate action of the
Company in connection with this matter and have examined the documents,
corporate records and other instruments we deemed necessary for the purpose of
this opinion.
Based on the foregoing, it is our opinion that:
(1) The Company is a corporation existing under the laws of the state of
California; and
(2) The shares of Common Stock and Warrants included in the Units have been
duly authorized and, when issued and sold in the manner described in the
Registration Statement and the New Registration Statement and in accordance with
resolutions adopted by the Board of Directors of the Company, and when payment
therefor shall have been received by the Company, will be legally issued, fully
paid and nonassessable.
We consent to the use of our name in the Registration Statement and the New
Registration Statement and in the Prospectus filed as a part thereof and to the
filing of this opinion as an exhibit to the New Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have included our report dated January 15, 1999, except for Note 9 as which
the date is March 9, 1999 and Note 12 as to which the date is June 28, 1999,
accompanying the financial statements of 3Dshopping.com contained in this
Registration Statement, and we consent to the use of the aforementioned report
in this Registration Statement and Prospectus, and to the use of our name as it
appears under the captions "Selected Financial Data" and "Experts".
FRIEDMAN, MINSK, COLE & FASTOVSKY
Friedman, Minsk, Cole & Fastovsky
Los Angeles, California
July 20, 1999
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have included our report dated April 20, 1999, accompanying the financial
statements of Design Bas, Incorporated contained in this Registration Statement,
and we consent to the use of the aforementioned report in this Registration
Statement and Prospectus, and to the use of our name as it appears under the
captions "Selected Financial Data" and "Experts".
FRIEDMAN, MINSK, COLE & FASTOVSKY
Friedman, Minsk, Cole & Fastovsky
Los Angeles, California
July 20, 1999
