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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1998.
REGISTRATION NO. 333-47225
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 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)
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<S> <C> <C>
MICHIGAN 3845 38-2394784
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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1653 EAST MAPLE ROAD
TROY, MICHIGAN 48083-4208
(248) 689-3050
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRUCE J. BARRETT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SOMANETICS CORPORATION
1653 EAST MAPLE ROAD
TROY, MICHIGAN 48083-4208
(248) 689-3050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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<S> <C>
ROBERT J. KRUEGER MICHAEL HIRSCHBERG
HONIGMAN MILLER SCHWARTZ AND COHN PIPER & MARBURY L.L.P.
2290 FIRST NATIONAL BUILDING 1251 AVENUE OF THE AMERICAS
DETROIT, MICHIGAN 48226-3583 NEW YORK, NEW YORK 10020-1104
(313) 256-7675 (212) 835-6270
FAX NO.: (313) 962-0176 FAX NO.: (212) 835-6001
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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. [ ]
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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 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 PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value $.01 per
share................................. 1,750,000 $5.75 $10,062,500 $4,198.22(3)
============================================================================================================================
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(1) Reflects the de-registration 287,500 shares as a result of a decrease in the
size of the offering and an additional 262,500 shares which the Underwriter
had the option to purchase to cover over-allotments, if any, and which
expired unexercised on May 3, 1998.
(2) Estimated solely for the purpose of computing the registration fee, based on
a bona fide estimate of the maximum public offering price pursuant to Rule
457(a), based on the closing sale price of the Common Shares on March 6,
1998.
(3) Paid with the initial filing and Amendment No. 1.
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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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<PAGE> 2
The purpose of this Post-Effective Amendment No. 1 to Form S-1 Registration
Statement is to de-register 287,500 shares originally registered pursuant to
this registration statement, as a result of a decrease in the size of the
offering, and to de-register the additional 262,500 shares originally registered
pursuant to this registration statement and proposed to be issued by the Company
upon exercise of the option granted by the Company to the Underwriter solely to
cover over-allotments. The option expired unexercised on May 3, 1998.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this post-effective amendment no. 1 to registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Troy, State of Michigan, on May 7, 1998.
SOMANETICS CORPORATION
(Registrant)
By: /s/ BRUCE J. BARRETT
------------------------------------
Bruce J. Barrett
Its: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ BRUCE J. BARRETT President, Chief Executive Officer and a May 7, 1998
- -------------------------------- Director (Principal Executive Officer)
Bruce J. Barrett
/s/ RAYMOND W. GUNN Executive Vice President and Chief May 7, 1998
- -------------------------------- Financial Officer (Principal Financial
Raymond W. Gunn Officer)
/s/ WILLIAM M. IACONA Corporate Controller (Principal May 7, 1998
- -------------------------------- Accounting Officer)
William M. Iacona
* Chairman of the Board of Directors May 7, 1998
- --------------------------------
H. Raymond Wallace
* Director May 7, 1998
- --------------------------------
Daniel S. Follis
* Director May 7, 1998
- --------------------------------
James I. Ausman, M.D., Ph.D.
*By: /s/ RAYMOND W. GUNN May 7, 1998
-------------------------
Raymond W. Gunn,
Attorney-in-fact
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II-1
