As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 333-78591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 10019 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(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.
X
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)
Calculation of Registration Fee
<TABLE>
<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration Fee
per Unit Offering Price
(1) (1) (1)
Units 1,380,000 $8.50 11,730000 $3,459
Common Stock, par
value $0.001 (2) 1,380,000 (2) (2) (2)
Redeemable Common Stock
Purchased Warrants (2) 1,380,000 (2) (2) (2)
Common Stock, par
Value $0.001 (3)(4) 1,380,000 $12.75 $17,595,000 $4,891
Underwriter's Warrants (5) 120,000 $0.001 $100 $1
Units Underlying the
Underwriter's Warrants 120,000 $10.20 $1,224,000 340
Common Stock, par
Value $0.001 (4)(6) 120,000 (6) (6) (6)
Redeemable Common Stock
Purchase Warrants (6) 120,000 (6) (6) (6)
Common Stock, par
Value $0.001 (4)(7) 120,000 $12.75 $1,530,000 424
Total 32,079,120 9117
</TABLE>
<PAGE>
EXHIBIT 1.2 PAYMENT OF ADDITIONAL REGISTRATION FEE
ExHIBIT 5.1 Opinion of Louis Taubman
EXHIBIT 23.1 Consent of Grant Thornton
EXHIBIT 23.2Consent of Kogan and Taubman is contained
in his opinion to be filed as exhibit 5.1
<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 21, 1999.
Streamedia Communications, Inc.
By: /s/ Gayle Essary
Gayle Essary, Chairman of the Board
POWER OF ATTORNEY
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>
<S> <C> <C>
Signature Title Date
/s/ Gayle Essary Chairman of the Board December 21, 1999
- --------------------
Gayle Essary (Principal Executive Officer)
/s/ James Douglas Rupp President and CEO, Director December 21, 1999
- -----------------------
James Douglas Rupp (Principal Operating Officer)
/s/ Nicholas J. Malino Chief Financial Officer and Director December 21, 1999
- ----------------------
Nicholas J. Malino (Principal Financial Officer)
/s/ David J. Simonetti Director December 21, 1999
- ----------------------
David J. Simonetti
</TABLE>
CERTIFICATE OF
STREAMEDIA COMMUNICATIONS, INC.,
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Streamedia Communications, Inc., ("the Registrant") hereby certifies to the
Securities and Exchange Commission that on December 20, 1999:
(i) The registrant has instructed its bank to wire transfer to the Securities
and Exchange Commission the requisite filing fee of _________ in connection with
its Registration Statement filed pursuant to Rule 462(b) filed on December 20,
1999;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which the wire
transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on December 21, 1999, that its bank
has received such instructions.
Streamedia Communications, Inc.,
By: /s/ James Rupp____________
Name: /s/ James Rupp___________
Title: /s/ President and CEO_____
Streamedia Communications, Inc.
December 21, 1999
KOGAN & TAUBMAN, LLC
39 Broadway, Suite 2250
New York, New York 10006
Telephone (212) 425-8200
Facsimile (212) 482-8104
December 21, 1999
Streamedia Communications, Inc.
244 West 54th Street
New York, New York 10019
Re: Registration Statement on Form SB-2
Offering of 1,230,000 Units
Gentlemen:
We have acted as counsel to Streamedia Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, (the "Securities Act"), of 1,230,000 units
(the "Units"), each consisting of one share of common stock $.001 par value (the
"Common Stock") and one warrant entitling the holder to purchase one share of
common stock at $12.75 per share (the "Warrants"), to be offered to the public
by the Company in a firm commitment underwriting by Institutional Equities
Corporation and Capital West Securities, Inc. The Registration Statement
(defined below) also includes 150,000 additional Units to cover over-allotments,
if any.
A registration statement filed pursuant to Rule 462(b), which incorporates by
reference a registration statement on Form SB-2 that was previously filed on May
17, 1999 and last amended on December 20, 1999, is being filed herewith (the
"Registration Statement"). In connection with rendering this opinion, we have
examined executed copies of the Registration Statement and all exhibits thereto.
We have also examined and relied upon the original, or copies certified to our
satisfaction, of (i) the Articles of Incorporation and By-laws of the Company,
(ii) minutes and records of the corporate proceedings of the Company with
respect to the issuance of the Units to be offered and related matters, and
(iii) such other agreements and instruments relating to the Company as we deemed
necessary or appropriate for purposes of the opinion expressed herein. In
rendering such opinion, we have made such further investigation and inquiries
relevant to the transaction contemplated by the Registration Statement as we
have deemed necessary for the opinion expressed herein, and we have relied, to
the extent we deemed reasonable, on certificates and certain other information
provided to me by officers of the Company and public officials as to matters of
fact of which the maker of such certificate or the person providing such other
information had knowledge.
Furthermore, in rendering our opinion, we have assumed that the signatures on
all documents examined by me are genuine, that all documents and corporate
record books submitted to us as originals are accurate and complete, and that
all documents submitted to us are true, correct and complete copies of the
originals thereof.
Based upon the foregoing, we are of the opinion that the Units, and the Common
Stock and Warrants of which they are comprised, to be issued and sold by the
Company as described in the Registration Statement have been duly authorized for
issuance and sale and when issued by the Company against payment of the
consideration therefor pursuant to the terms of the Underwriting Agreement, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kogan & Taubman, L.L.C.
By_/s/ Louis Taubman__
Louis E. Taubman
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUTANTS
We have issued our report dated March 9, 1999, accompanying the financial
statements of Streamedia Communications, Inc. contained in Amendment No. 4 to
the Registration Statement and Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Melville, New York
December 16, 1999
