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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NO. 333-93795
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVISION DEVELOPMENT CORPORATION
(Exact name of Registrant as specified in its charter)
FLORIDA 65-0981457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11701 NW 101ST ROAD
MIAMI, FLORIDA 33178
(Address of principal executive offices including zip code)
1999 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
WILLIAM J. PATCH
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 10017-3954
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EXPLANATORY NOTE TO
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
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, 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 1999 Incentive
Stock Option Plan to which this registration statement relates shall continue to
be known as the 1999 Incentive Stock Option Plan. Subsequent to the holding
company reorganization, the plan will continue to cover employees of
perfumania.com. However, shares of common stock sold in accordance with the plan
shall be shares of common stock of Envision Development Corporation rather than
shares of common stock of perfumania.com.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
Item 8. Exhibits:
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 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/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. Millard Director March 9, 2000
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Dean M. Willard
/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
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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24.2 Power of Attorney (included on the signature page to this
Registration Statement).
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