As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-50948
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNSHINE PCS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 4812 13-4141279
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
421 HUDSON STREET #524
NEW YORK, NEW YORK 10014
(212) 675-1920
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KAREN E. JOHNSON
PRESIDENT
421 HUDSON STREET #524
NEW YORK, NEW YORK 10014
(212) 675-1920
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
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Copy to:
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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. |_|
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. |_|
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<PAGE>
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
EXPLAMATORY NOTE
This Amendment No. 1 is being filed solely to provide that the
Registrant will delay the effective date of this Registration Statement until it
becomes effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended.
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<PAGE>
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 Amendment No. 1 on Form SB-2 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rye, State of New York on
the 6th day of December, 2000.
SUNSHINE PCS CORPORATION
By: /s/ Karen E. Johnson
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Karen E. Johnson
President
SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Karen E. Johnson
--------------------------- President (Chief Executive, December 6, 2000
Karen E. Johnson Principal Financial and Chief
Accounting Officer) and Director
/s/ Davis S. Ahl Director December 6, 2000
---------------------------
David S. Ahl
/s/ Robert E. Dolan
--------------------------- Director December 6, 2000
Robert E. Dolan
</TABLE>
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