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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1996.
REGISTRATION NO. 33-38438
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT No. 7
TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SOMANETICS CORPORATION
(Exact name of registrant as specified in its charter)
1653 EAST MAPLE ROAD, TROY, MICHIGAN 48083-4208 (810) 689-3050
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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<S> <C> <C>
MICHIGAN 3845 38-2394784
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer identification number)
incorporation or organization) classification code number)
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BRUCE J. BARRETT, PRESIDENT
SOMANETICS CORPORATION
1653 EAST MAPLE ROAD, TROY, MICHIGAN 48083-4208 (810) 689-3050
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Communications to:
PATRICK T. DUERR, ESQ.
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
(313) 256-7800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective
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 .
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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: .
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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: .
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If the 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 PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) FEE
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Units (each consisting of three Common Shares,
$.01 par value per share, and three Class A Warrants) (2) 1,380,000 $6.00 $ 8,280,000 $2,070
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Units (each consisting of one Common Share,
$.01 par value per share, and one Class B Warrant) (3) 4,139,000 $3.00 $12,417,000 $3,104
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Common Shares, $.01 par value per share (4) 63,821 $4.00 $ 255,284 $4,139
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Unit Purchase Options (5) 120,000 $.001 $ 120 $-----
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Units (each consisting of three Common Shares,
$.01 par value per share, and three Class A Warrants) (6) 1,667 $8.70 $ 14,503 $ 4.00
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Units (each consisting of one Common Share,
$.01 par value per share, and one Class B Warrant ) (7) 5,001 $3.00 $ 15,003 $ 4.00
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Common Shares, par value $.01 per share (8) 0 $4.00 $ 0 $ 5.00
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Total $9,326(9)
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(1) Estimated solely for the purpose of calculating the registration fee,
based on the estimated sales prices of the units and options and exercise
prices of the warrants as of March 20, 1991.
(2) Includes 180,000 units that were subject to the Underwriter's
over-allotment option.
(3) Issuable upon exercise of the Class A Warrants. Reflects the
deregistration of 1,000 units issuable upon exercise of Class A Warrants
that will not be issued as a result of the Company's redemption of 1,000
Class A Warrants as of May 6, 1992.
(4) Issuable upon exercise of the Class B Warrants. Reflects the
deregistration of 1,000 Common Shares issuable upon exercise of Class B
Warrants that will not be issued as a result of the Company's redemption
of 1,000 Class A Warrants as of May 6, 1992. Also reflects the
deregistration of 4,075,179 Common Shares issuable upon exercise of Class
B Warrants that will not be issued as a result of the Company's redemption
of 4,075,179 Class B Warrants as of November 14, 1996.
(5) Issued to the Underwriter in the Company's initial public offering.
(6) Issuable upon exercise of the Unit Purchase Options. Reflects the
deregistration of 132,929 units issuable upon exercise of the Unit
Purchase Options that will not be issued as a result of the expiration of
the unexercised Unit Purchase Options as of March 19, 1996.
(7) Issuable upon exercise of the Class A Warrants included in the Unit
Purchase Options. Reflects the deregistration of 398,787 units issuable
upon exercise of the Class A Warrants included in the Unit Purchase
Options that will not be issued as a result of the expiration of the
unexercised Unit Purchase Options as of March 19, 1996.
(8) Issuable upon exercise of the Class B Warrants included in the Unit
Purchase Options. Reflects the deregistration of 398,787 Common Shares
issuable upon exercise of the Class B Warrants included in the Unit
Purchase Options that will not be issued as a result of the expiration of
the unexercised Unit Purchase Options as of March 19, 1996. Also reflects
the deregistration of 5,001 Common Shares issuable upon exercise of Class
B Warrants issued upon exercise of 1,667 Unit Purchase Options and the
5,001 underlying Class A Warrants. Such Common Shares will not be issued
as a result of the expiration of 5,001 unexercised Class B Warrants as of
November 14, 1996.
(9) Paid upon the filing of the Registration Statement.
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Pursuant to Rule 416, there are also being registered such additional
shares as may become issuable pursuant to the antidilution provisions of the
Class B 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 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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The purpose of this Post-Effective Amendment No. 7 to Form S-1
Registration Statement is to deregister 4,075,179 Common Shares issuable upon
the exercise of 4,075,179 Class B Warrants that were redeemed on November 14,
1996 and to deregister 5,001 Common Shares issuable upon the exercise of 5,001
Class B Warrants that expired on November 14, 1996.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this post-effective amendment no. 7 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Troy, State of Michigan, on November 18, 1996.
SOMANETICS CORPORATION
(Registrant)
By: /s/ Bruce J. Barrett
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BRUCE J. BARRETT
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 7 to registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Bruce J. Barrett President Chief Executive Officer and a Director
- ---------------------------- (Principal Executive Officer) November 18, 1996
BRUCE J. BARRETT
/s/ Raymond W. Gunn Executive Vice President and Chief Financial
- ---------------------------- Officer (Principal Financial Officer and November 18, 1996
RAYMOND W. GUNN Principal Accounting Officer)
/s/ H. Raymond Wallace
- ---------------------------- Chairman of the Board of Directors November 18, 1996
H. RAYMOND WALLACE
/s/ Daniel S. Follis
- ---------------------------- Director November 18, 1996
DANIEL S. FOLLIS
/s/ James I. Ausman'
- ---------------------------- Director November 18, 1996
JAMES I. AUSMAN, M.D., PH.D.
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