As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-78591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Am.2
FORM SB-2
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
Streamedia Communications, Inc.
(Name of small business issuer in its character)
<TABLE>
<S> <C> <C> <C>
Delaware 7375 22-3622272
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
James Douglas Rupp
Streamedia Communications, Inc.
244 West 54th Street
New York, NY 10019
(212) 445-1700
(Address and telephone number of principal
executive offices and principal place of business)
James Douglas Rupp
Streamedia Communications, Inc.
244 West 54th Street
New York, NY 10019
(212) 445-1700
(Name, address and telephone number of agent for service)
Copies of all communications to:
Louis E. Taubman, Esq. Bruce A. Cheatham, Esq.
Kogan & Taubman, LLC Winstead Sechrest & Minick, P.C.
39 Broadway, Suite 2250 5400 Renaissance Tower
New York, NY 10006 1201 Elm Street
(212) 425-8200 Dallas, Texas 75270
(212) 482-8104 FAX (214) 745-5400
(214) 745-5390 FAX
Approximate date of proposed sale to public: As soon as practicable after the
effective date of the Registration Statement. 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. [ ]
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
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.
<PAGE>
(Registration Statement cover page cont'd)
<TABLE>
<CAPTION>
Calculation of Registration Fee (1)
Title of Each Class of Amount to be Proposed Maximum Proposed
Maximum Amount
of
Securities to be Registered Registered Offering Price per Unit Aggregate Offering Price
Registration Fee
<S> <C> <C>
<C> <C>
0 0 0
Units 0 $0 0
$ 0
Common Stock, par
value $0.001 0 0
0 0
Redeemable Common Stock
Purchased Warrants 0 0
0 0
Common Stock, par
Value $0.001 0 $0 0
$ 0
Underwriter's Warrants 0 $0 0
$ 0
Units Underlying the
Underwriter's Warrants 0 $0 0
$ 0
Common Stock, par
Value $0.001 0 0
0 0
Redeemable Common Stock
Purchase Warrants 0 0
0 0
Common Stock, par
Value $0.001 0 $0 0
$ 0
- ------------------- ------ ------ --------
- ---------
Total $ 0
$ 0
</TABLE>
(1) No Units or shares are being registreed with this Registration
Statement. See "Explanatory Note"
<PAGE>
EXPLANATORY NOTE
This document was erroneously filed via EDGAR on December 21, 1999, as a
post-effective amendment, pursuant to Rule 462(b) of the Securities Act of 1933,
as amended (the "Act"), to a Registration Statement that had not yet been filed.
The sole purpose of this Amendment No. 1 is to (i) remove any and all
information contained herein or in the original filing dated December 21, 1999,
and (ii) withdraw this filing from the public record. All information or
references contained herein or in the original filing dated December 21, 1999
should be disregarded.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1.1* Form of Underwriting Agreement
1.2** Certificate of Registrant as to payment of additional
registration fee
5.1** Opinion of Kogan & Taubman, LLC
23.1** Consent of Kogan & Taubman, LLC (included in Exhibit 5.1)
23.2** Consent of Grant Thornton LLP
24.1* Power of Attorney
*Incorporated by reference to the Registrant's Registration Statement on Form
S-3 (Registration No. 333-78591).
**Previously filed with the 462b dated December 21, 1999.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes 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 December 23, 1999.
Streamedia Communications, Inc.
By: __/s/Gayle Essary________
Gayle Essary, Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Gayle Essary and James Douglas
Rupp, and each for them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all further amendments to this Registration Statement (including post-effective
amendments), and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their substitutes may
lawfully do or cause to be done by virtue hereof.
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>
<S> <C> <C> <C>
Signature Title Date
___/s/ Gayle Essary __ Chairman of the Board December 23, 1999
- ----------------------
Gayle Essary (Principal Executive Officer)
____/s/James Douglas Rupp President and CEO, Director December 23, 1999
James Douglas Rupp (Principal Operating Officer)
___/s/ Nicholas Malino__ Chief Financial Officer and Director December 23, 1999
Nicholas J. Malino (Principal Financial Officer)
/s/ David J. Simonetti
- -------------------------------------- Director December 23, 1999
David J. Simonetti
</TABLE>
