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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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B2BSTORES.COM INC.
(NAME OF ISSUER IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7389 11-3500746
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE) IDENTIFICATION NUMBER)
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<S> <C>
249 EAST OCEAN BOULEVARD WOO JIN KIM, CEO
LONG BEACH, CALIFORNIA 90802 B2BSTORES.COM INC.
562/491-7180 249 EAST OCEAN BOULEVARD
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S LONG BEACH, CALIFORNIA 90802
PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS) 562/491-7180
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:
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DAVID ALAN MILLER, ESQ. LAWRENCE FISHER, ESQ.
GRAUBARD MOLLEN & MILLER ORRICK, HERRINGTON & SUTCLIFFE LLP
600 THIRD AVENUE 666 FIFTH AVENUE
NEW YORK, NEW YORK 10016 NEW YORK, NEW YORK 10103
TELEPHONE: (212) 818-8800 TELEPHONE: (212) 506-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
possible after the effective date of this registration statement.
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 check the following box. /x/
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/ 333-88511
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 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 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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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM OFFERING PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE PRICE PER MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, par value $0.01........................ 1,200,000 $ 8.00 $ 9,600,000 $ 2534.40
Common stock(2)...................................... 180,000 8.00 1,440,000 380.16
Representatives' warrants to purchase shares of
common stock(3)...................................... 120,000 .0001 -- --
Common stock(4)...................................... 120,000 13.20 1,584,000 418.18
Total........................................................................................................ $ 3332.74
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(1) Estimated solely for the purpose of calculating the registration fee under
Rule 457 of the Securities Act of 1933.
(2) Represents the shares of our common stock that may be purchased by the
underwriters solely to cover over-allotments, if any.
(3) No registration fee is required under Rule 457(g) under the Securities Act.
(4) Represents the shares of our common stock purchasable by the representatives
upon exercise of warrants being issued to them in connection with this
offering.
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Incorporation by reference of Registration Statement on Form SB-2, No. 333-88511
b2bstores.com Inc. ("Company") hereby incorporates by reference into this
Registration Statement on Form SB-2 in its entirety the Registration Statement
on Form SB-2 (SEC File No. 333-88511) declared effective on February 9, 2000 by
the Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein.
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SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS OF FILING ON FORM SB-2 AND HAS AUTHORIZED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, IN THE
CITY OF LONG BEACH ON THE 10TH DAY OF FEBRUARY 2000.
b2bstores.com Inc.
By: /s/ WOO JIN KIM
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Woo Jin Kim
Chief Executive Officer
In accordance with the requirements of the Securities Act, this
registration statement or amendment was signed by the following persons in the
capacities and on the dates stated:
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SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board and February 10, 2000
Richard Kandel Director
/s/ WOO JIN KIM Chief Executive Officer, February 10, 2000
Woo Jin Kim President and Director
* Chief Financial Officer and February 10, 2000
Mark Voorhis Chief Operating Officer
Director
John Higgins
* Director February 10, 2000
Philip Ellett
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* By power of attorney
II-1
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5.1 -- Opinion of Graubard Mollen & Miller
23.1 -- Consent of Graubard Mollen & Miller
(included in the Opinion filed as Exhibit 5.1)
23.2 -- Consent of BDO Seidman, LLP+
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GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, New York 10016
February 10, 2000
b2bstores.com, Inc.
249 East Ocean Boulevard
Long Beach, California 90802
Re: Initial Public Offering
Ladies and Gentlemen:
We have acted as counsel for b2bstores.com, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the registration
statement (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), relating to the public offering (the "Offering") of up to
1,500,000 shares (the "Company Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock"), including 180,000 shares purchasable by the
underwriters upon exercise of their over-allotment option which are to be newly
issued and sold by the Company. This opinion is being furnished pursuant to Item
601(b)(5) of Regulation S-K under the Act. In rendering the opinion set forth
below, we have reviewed (a) the Registration Statement and the exhibits thereto;
(b) the Company's Certificate of Incorporation, as amended; (c) the Company's
Amended and Restated Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books; and (e) such statutes, records and
other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and conformity with
the originals of all documents submitted to us as copies thereof. In addition,
we have made such other examinations of law and fact as we have deemed relevant
in order to form a basis for the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the Company Shares,
upon issuance by the Company in the manner and for the consideration
contemplated in the Registration Statement, will be validly issued, fully paid
and nonassessable. We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement and to the references to this Firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GRAUBARD MOLLEN & MILLER
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
b2bstores.com Inc.
Long Beach, CA
We hereby consent to the incorporation by reference in this registration
Statement of our report dated January 7, 2000 except for notes 3 and 5 which are
as of January 20, 2000 relating to the financial statements of b2bstores.com
Inc. (a development stage company), appearing in the Registration Statement (no.
333-88511). Our report contains an explanatory paragraph regarding the Company's
ability to continue as a going concern.
We also consent to the reference to us under the caption "Experts" in the
Registration Statement (no. 333-88511).
/s/ BDO Seidman, LLP
New York, New York
February 14, 2000
