As filed with the Securities and Exchange Commission on March 7, 1996
Registration No. 333-00545
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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American List Corporation
(Exact Name of Registrant as Specified in Its Charter)
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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. |_|
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. 333-00545 |X|
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 ............... 230,000(2) $33.69 $7,748,700 $2,672.00
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</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 March 7, 1996, as
reported by the American Stock Exchange.
(2) Represents the difference between the 1,380,000 shares initially
registered (which included 180,000 shares issuable upon exercise of the
Underwriters' over-allotment option) and 1,610,000 shares (which
includes 210,000 shares issuable upon exercise of the Underwriters'
over-allotment option).
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.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Registration Statement filed under the Securities Act of 1933 by
American List Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") hereby incorporates by reference the contents of
the Registration Statement relating to the offering of 1,200,000 shares of
Common Stock of the Company plus the 30-day option to purchase up to 180,000
additional shares of Common Stock (File No. 333-00545) filed on January 30, 1996
as amended by Amendment No. 1 dated January 30, 1996 Amendment No. 2 dated
February 8, 1996 and Amendment No. 3 dated March 7, 1996.
CERTIFICATION
The Company hereby certifies to the Commission that: it has instructed its
bank to pay the Commission the filing fee of $2,672 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on March 8, 1996); that it will not revoke such
instructions, that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on March 8, 1996.
<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
7th day of March, 1996.
AMERICAN LIST CORPORATION
By: /s/ Martin Lerner
----------------------------------------
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, March 7, 1996
- ---------------------- President and Treasurer
Martin Lerner (Principal Executive, Financial
and Accounting Officer)
* Vice President, Secretary March 7, 1996
- ---------------------
Jan Stumacher and Director
* Director March 7, 1996
- ---------------------
J. Morton Davis
* Director March 7, 1996
- ---------------------
Kenton Wood
* Director March 7, 1996
- ---------------------
Ben Ermini
* Director March 7, 1996
- ---------------------
Philip Lubitz
* By: /s/ Martin Lerner
--------------------
Martin Lerner
Attorney-in-fact
II-3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
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).
[LETTERHEAD OF BACHNER, TALLEY, POLEVOY & MISHER LLP]
March 7, 1996
American List Corporation
330 Old Country Road
Mineola, NY 11501
Gentlemen:
You have requested our opinion with respect to the public offering and sale
by certain stockholders of the Company (the "Selling Stockholders") of 200,000
shares (the "Shares") of Common Stock, par value $.01 per share (the "Common
Stock"), of American List Corporation, a Delaware corporation (the "Company"),
pursuant to a Registration Statement on Form S-3 (No. 333-00545) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), plus an additional 30,000 shares of Common Stock (the "Over-allotment
Shares") subject to an option granted by one of the Selling Stockholders to the
Underwriters to cover over-allotments in connection with the offering.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to
such, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of officers and responsible employees and agents of the
Company.
Based upon the foregoing, it is our opinion that the Shares and the
Over-allotment Shares have been duly and validly authorized and when sold, paid
for and issued as contemplated by the Registration Statement will be duly and
validly issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and to the use of our name as counsel to the Company in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
/S/ BACHNER, TALLEY, POLEVOY & MISHER LLP
Bachner, Talley, Polevoy & Misher LLP
CERTIFICATION 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
Grant Thorton LLP
Melville, New York
March 7, 1996
