<PAGE>
As filed with the Securities and Exchange Commission on April 11, 2000
Registration No. 333-30128
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_______________________________________
UNITED LEISURE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2652243
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1990 Westwood Boulevard
Los Angeles, CA 90025
(310) 441-0900
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
_______________________________________
Brian Shuster
United Leisure Corporation
1990 Westwood Boulevard
Los Angeles, California 90025
(310) 441-0900
(Name, Address and Telephone Number
of Agent for Service)
_______________________________________
Copies to:
Gerald M. Chizever, Esq.
Nia Stefany, Esq.
Richman, Mann, Chizever, Phillips & Duboff
9601 Wilshire Boulevard, Penthouse
Beverly Hills, California 90210
(310) 274-8300
(310) 274-2831 (fax)
_______________________________________
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. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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 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 [_]
Calculation of Registration Fee
<TABLE>
<CAPTION>
========================================================================================================================
Title of Each Class of Proposed Proposed Maximum
Securities to be Amount to be Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Unit Price Registration Fee
- ------------------------------ -------------------- ---------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 4,945,000 (1) $4.00 $19,780,000 $5,222
========================================================================================================================
</TABLE>
(1) Consists of shares issuable upon exercise of common stock underlying
outstanding Class A Redeemable Common Stock Purchase Warrants, exercisable
at $4.00 per share. Pursuant to Rule 416, there are also being registered
such additional shares of common stock as may become issuable as a result
of the anti-dilution provisions of such warrants.
___________________________
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 this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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THE OFFERING
This prospectus concerns the sale of our common stock upon the exercise of
our outstanding Class A Redeemable Common Stock Purchase Warrants. The amount of
proceeds we will receive from such sales, if any, depends on how many of the
Warrants are exercised. We believe that the exercise of the Warrants will depend
on the market price of our common stock and its relation to the exercise price
of the Warrants. The exercise price is $4.00 per share. If all of the Warrants
were exercised, we would get $19,780,000. There are no brokers or underwriters
involved in these sales, and no sales commission will be paid. We will receive
the entire exercise price of all Warrants exercised. We will pay the costs of
registering the sale of these shares.
Our common stock is quoted on the Nasdaq OTC Bulletin Board under the
symbol UTDL. On April 10, 2000, the closing price for our stock was $8.00 per
share. The Warrants are quoted on the Nasdaq OTC Bulletin Board under the symbol
UTDLW.
OUR CONTACT
Brian Shuster, President, 1990 Westwood Boulevard, Los Angeles, California
90025, telephone number: (310) 441-0900.
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We May be Required to Use Funds Which We Would Otherwise Use for Growth to
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Remedy a Securities Law Violation. The common stock offered by this prospectus
- ---------------------------------
will be issued upon the exercise of the Warrants. According to their terms, the
Warrants became exercisable on November 10, 1995, although under the warrant
agreement we were not obliged to deliver the common stock pursuant to an
exercise unless a registration statement was effective. Due to the fact that the
price of our common stock in the public market has, until January 14, 2000, been
below the exercise price of the Warrants, such registration was delayed until
the February 10, 2000 filing of the registration statement of which this
prospectus is a part. We have, however, been advised by the staff of the
Securities and Exchange Commission that it is their position that our
registration statement should have been filed prior to that date and, by failing
to do so, we have been conducting an unregistered offering (but not sale) of
common stock in violation of Section 5 of the Securities Act of 1933. That
position could result in an action against us by our shareholders, possibly
resulting in fines and other sanctions as well as a claim for damages in the
amount of the $4.00 exercise price for each of the 4,945,000 Warrants for a
total of up to $19,780,000.
PLAN OF DISTRIBUTION
This prospectus concerns the sale of our common stock upon the exercise of
our outstanding Class A Redeemable Common Stock Purchase Warrants. The sales, if
any, will be made directly by our Company upon receipt of notification of
exercise by a Warrant holder. There are no brokers or underwriters involved in
these sales, and no sales commission will be paid. We will receive the entire
exercise price of all Warrants exercised.
USE OF PROCEEDS
The amount of proceeds we will receive from exercise of the Warrants, if
any, depends on how many of the Warrants are exercised. We believe that the
exercise of the Warrants will depend on the market price of our common stock and
its relation to the exercise price of the Warrants. The exercise price is
$4.00 per share. Our common stock is quoted on the Nasdaq OTC Bulletin Board
under the symbol UTDL. On April 10, 2000, the closing price for our stock was
$8.00 per share. If all of the Warrants were exercised, we would receive
$19,780,000.
We intend to use the net proceeds from the exercise of the Warrants, if
any, for marketing, research and development, working capital and general
corporate purposes. Until we use the proceeds for these purposes, we intend to
place the funds in interest-bearing investments such as bank accounts,
certificates of deposit and United States Government obligations.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain members of the firm of Richman, Mann, Chizever, Phillips & Duboff,
which serves as outside general counsel to the Company and which has rendered
the opinion as to the validity of the common stock being offered by this
prospectus, own in the aggregate, 76,000 shares of the common stock of the
Company.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Company's Certificate of Incorporation and By-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
Delaware law. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
our Company pursuant to the foregoing provisions, we have been informed that in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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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 on Form S-3 and has duly caused this registration
statement, as amended, to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on this 11/th/
day of April 2000.
UNITED LEISURE CORPORATION
By /s/ Brian Shuster
------------------------------------------------------------
Brian Shuster, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian Shuster his attorney-in-fact with power of
substitution for him in any and all capacities, to sign this registration
statement and any amendments, supplements, or subsequent registration statements
relating to the offering to which this registration statement relates, or other
instruments necessary or appropriate, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-
fact or his substitute may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, as amended, has been signed by the following persons in
their stated capacities on this 11/th/ day of April 2000.
Signature Title
- ------------------------------------ ----------------------------------------
/s/ Brian Shuster Chairman of the Board, President,
- ------------------------------------ Chief Executive Officer, Chief Financial
Brian Shuster Officer and Director
*/s/ Alvin Alexander Director
- ------------------------------------
Alvin Alexander
*/s/ Alvin Cassel Director
- ------------------------------------
Alvin Cassel
*/s/ J. Brooke Johnston Director
- ------------------------------------
J. Brooke Johnston
*By /s/ Brian Shuster Attorney-in-Fact
--------------------------------
Brian Shuster
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