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As filed with the Securities and Exchange Commission on March 10, 2000
Registration No. 333-80059
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVISION DEVELOPMENT CORPORATION
(Exact name of Registrant as specified in its charter)
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FLORIDA 7379 65-0981457
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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11701 NW 101ST ROAD
MIAMI, FLORIDA 33178
(305) 889-1600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
WILLIAM J. PATCH
PRESIDENT AND CHIEF OPERATING OFFICER
ENVISION DEVELOPMENT CORPORATION
11701 NW 101ST ROAD
MIAMI, FLORIDA 33178
(305) 889-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
GARY HOROWITZ, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: Not applicable.
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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
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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, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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EXPLANATORY NOTE TO
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), to reflect the
creation by perfumania.com, inc., a Florida corporation, of Envision Development
Corporation, a Florida corporation, as a new holding company above
perfumania.com. The creation of Envision Development was effected pursuant to an
Agreement and Plan of Merger (the "MERGER AGREEMENT") among perfumania.com,
Envision Development and EDC Sub, Inc., a Florida corporation and wholly-owned
subsidiary of Envision Development. The Merger Agreement provides for, among
other things, the merger of EDC Sub with and into perfumania.com, with
perfumania.com as the surviving corporation. Pursuant to Section 607.11045,
Florida Statutes, shareholder approval of this merger was not required.
As a result of the merger, which was consummated on February 10, 2000,
perfumania.com became a direct wholly-owned subsidiary of Envision Development.
Each share of common stock, par value $0.01 per share, of perfumania.com issued
and outstanding was converted into and exchanged for one share of common stock,
par value $0.01 per share, of Envision Development.
Envision Development Corporation has expanded its business of operating an
online store specializing in the sale of fragrances, fragrance related products
and bath and body products on a retail and wholesale basis to include the
development and acquisition of key e-commerce technologies and technical
resources.
In accordance with Rule 414 under the Securities Act, the Envision
Development Corporation, as the successor issuer to perfumania.com, inc., hereby
expressly adopts this registration statement as its own for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
Item 16. Exhibits:
2.2 Agreement and Plan of Merger, dated as of February 8, 2000, among
perfumania.com, inc., Envision Development Corporation and EDC
Sub, Inc., incorporated by reference to the Current Report on Form
8-K filed by Envision Development Corporation on February 18, 2000
(Commission File No. 001- 15311).
24.2 Power of Attorney (included on the signature page hereto).
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SIGNATURES
Pursuant to 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 this registration statement and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on March 9, 2000.
ENVISION DEVELOPMENT CORPORATION
By: /s/ William J. Patch
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William J. Patch
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William J. Patch and Michael E. Amideo
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ William J. Patch President, Chief Operating Officer March 9, 2000
- ------------------------------------------- and Director
William J. Patch
/s/ Michael Amideo Chief Financial Officer March 9, 2000
- ------------------------------------------ and Director
Michael Amideo
/s/ Sunny C. Vanderbeck Director March 9, 2000
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Sunny C. Vanderbeck
/s/ Dean M. Willard Director March 9, 2000
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Dean M. Willard
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/s/ Thomas Carmody Director March 9, 2000
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Thomas Carmody
/s/ Garrick M. Hileman Director March 9, 2000
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Garrick M. Hileman
/s/ Alan E. Rudd Director March 9, 2000
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Alan E. Rudd
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EXHIBIT INDEX
Exhibit
Number Description
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2.2 Agreement and Plan of Merger, dated as of February 8, 2000, among
perfumania.com, inc., Envision Development Corporation and EDC
Sub, Inc., incorporated by reference to the Current Report on Form
8-K filed by Envision Development Corporation on February 18, 2000
(Commission File No.
001-15311).
24.2 Power of Attorney (included on the signature page hereto).
4
