As filed with the Securities and Exchange Commission on January 30, 1996
Registration No. 33-00545
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American List Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-2050322
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
330 Old Country Road
Mineola, New York 11501
(516) 248-6100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Martin Lerner, President
American List Corporation
330 Old Country Road
Mineola, New York 11501
(516) 248-6100
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
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Copies to:
Fran M. Stoller, Esq. Marc Weingarten, Esq.
Bachner, Tally, Polevoy & Misher LLP Schulte Roth & Zabel
380 Madison Avenue 900 Third Avenue
New York, New York 10017 New York, New York 10022
(212) 687-7000 (212) 758-0404
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest
reinvestment plans, please check
the following box. |_|
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, other than securities offered
only in connection with dividend or interest
reinvestment plans,
check the following box. |_|
<PAGE>
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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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Shares Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
---------- ---------- ------------ ----------------- ---
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 1,380,000(2) $28.875 $39,847,500 $13,740.52(3)
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c), based on the average of the high and low sale
prices of the Registrant's Common Stock on January 24, 1996, as
reported by the American Stock Exchange.
(2) Includes 180,000 shares which the Underwriters have the option to
purchase, solely to cover over-allotments, if any.
(3) Previously paid.
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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 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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(ii)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution
SEC Filing Fee ...............................$13,740.52
NASD Filing Fee .............................. 4,484.75
Printing Expenses ............................ *
Accountants' Fees and Expenses................ *
Legal Fees and Expenses....................... *
Blue Sky Fees and Expenses.................... *
Miscellaneous................................. * .
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Total......................................... $ * .
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* To be completed by amendment
Item 15. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") generally provides that a corporation
is empowered to indemnify any person who is made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or
is or was serving, at the request of the corporation, in any capacities of
another corporation or other enterprise, if such director, officer,
employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. This statute describes in detail
the right of the Registrant to indemnify any such person. Reference is made
to Article Twelfth of the Registrant's Certificate of Incorporation and
Article XII of the Registrant's By-Laws, which provide for indemnification
by the Registrant in the manner and to the full extent permitted by
Delaware law.
Item 16. Exhibits
Exhibit No. Description
- ----------- -----------
1.1 Form of Underwriting Agreement**
5.1 Opinion of Bachner, Tally, Polevoy & Misher LLP.*
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Bachner, Tally, Polevoy & Misher LLP
(included in Exhibit 5.1).*
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* To be filed by amendment
** Previously filed
II-1
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of the registration
statement as of the time it was declared effective.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<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 on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Mineola, State of New York, on this
29th day of January, 1996.
AMERICAN LIST CORPORATION
By: /s/ Martin Lerner
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Martin Lerner, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Martin Lerner Chairman of the Board, January 29, 1996
- ---------------------- President and Treasurer
Martin Lerner (Principal Executive, Financial
and Accounting Officer)
/s/ Jan Stumacher Vice President, Secretary January 29, 1996
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Jan Stumacher and Director
/s/ J. Morton Davis Director January 29, 1996
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J. Morton Davis
/s/ Kenton Wood Director January 29, 1996
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Kenton Wood
/s/ Ben Ermini Director January 29, 1996
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Ben Ermini
/s/ Philip Lubitz Director January 29, 1996
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Philip Lubitz
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CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
We have issued our report dated January 16, 1996, accompanying the consolidated
financial statements of American List Corporation and Subsidiaries contained in
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 captions "Selected Consolidated
Financial Information" and "Experts."
/S/ GRANT THORNTON LLP
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GRANT THORNTON LLP
Melville, New York
January 30, 1996
