As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333-91293
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(AMENDMENT NO. 1)
CYBER DIGITAL, INC.
(Name of Small Business Issuer in its Charter)
New York
(State or Jurisdiction
of Incorporation or Organization)
3661
(Primary Standard
Industrial Classification Code Number)
11-2644640
(I.R.S. Employer
Identification Number)
400 Oser Avenue
Suite 1650
Hauppauge, New York 11788
(516) 231-1200
(Address and Telephone Number of Principal Executive Offices)
400 Oser Avenue
Suite 1650
Hauppauge, New York 11788
(Address of Principal Place of Business or Intended Principal Place of Business)
J.C. Chatpar
Cyber Digital, Inc.
400 Oser Avenue
Suite 1650
Hauppauge, New York 11788
(516) 231-1200
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Scott S. Rosenblum, Esq.
Kramer Levin Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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 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 delivery of the Prospectus is expected to be made pursuant to Rule
434 under the Securities Act, 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, check the following box. |X|
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>
Explanatory Note
This Amendment No. 1 to Registration Statement on Form SB-2 (Registration No.
333-91293) of Cyber Digital, Inc. is filed solely for the purpose of filing with
the Commission copies of the exhibit listed in Items of Part II hereto.
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<PAGE>
Item 27. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit Number Sequential
Description of Document Page Number
----------------------- -----------
3.1 Composite Amended and Restated Certificate
of Incorporation of the Company (including
the Certificate of Amendment for the Series
D1 Preferred Stock) (incorporated herein by
reference to Exhibit 3.1 to the Company's
Report on Form 8-K filed on October 8, 1999
(the "8-K").
3.2 Composite Amended and Restated Bylaws of the
Company (incorporated herein by reference to
Exhibit 3.1 to the Company's Quarterly
Report on Form 10-QSB for the period ended
September 30, 1997 (the "September 1997 Form
10-QSB")).
4.1 Form of Warrant Certificate (incorporated
herein by reference to Exhibit 4.1 to the
8-K).
4.2 Form of Registration Rights Agreement, dated
as of September 30, 1999, relating to the
Series D1 Preferred Stock (incorporated
herein by reference to Exhibit 4.2 to the
8-K).
5.1 Opinion of Kramer Levin Naftalis & Frankel
LLP.
10.1 1993 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1994 (the "1994
Form 10-K").
10.2 Amended and Restated Employment Agreement
dated as of August 4, 1997, between the
Company and J.C. Chatpar (incorporated
herein by reference to Exhibit 10.1 to the
September 1997 Form 10-QSB).
10.3 Manufacturing License Contract between the
Company and National Telecommunications Co.,
dated as of December 4, 1995 (incorporated
herein by reference to Exhibit 10(c) to the
Company's 1996 Form 10-KSB/A).
10.4 Manufacturing License Contract between the
Company and Gujarat Communications and
Electronics, Ltd. dated as of May 30, 1996
(incorporated herein by reference to Exhibit
10.5 to the Company's Annual Report on Form
10-KSB for the fiscal year ended March 31,
1997).
10.5 Securities Purchase Agreement, dated as of
September 30, 1999, by and among the Company
and the Purchaser named therein, relating to
the Series D1 Preferred Stock (incorporated
herein by reference to Exhibit 10.1 to the
8-K).
10.6 1997 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.5 to the
Company's 1999 Form 10-KSB/A).
23.1 Consent of Albrecht, Viggiano, Zureck &
Company, P.C., C.P.A.*
23.2 Consent of Kramer Levin Naftalis & Frankel
LLP (see Exhibit 5.1)
27.1 Financial Data Schedule (incorporated herein
by reference to Exhibit 27 to the Company's
Form 10-Q filed on November 5, 1999).
* Filed previously.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed by the undersigned, thereunto duly authorized, on December 7, 1999.
CYBER DIGITAL, INC.
By: /s/ J.C. Chatpar
------------------------------------
J.C. Chatpar
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on December 7,
1999.
Signature Title Date
/s/ J.C. Chatpar President, Chief Executive December 7, 1999
------------------------ Officer and Director
J.C. Chatpar
* Secretary and Director December 7, 1999
------------------------
Jack P. Dorfman
* Treasurer and Director December 7, 1999
------------------------
Jatinder Wadh
* Director December 7, 1999
------------------------
Terry Jones
* Director December 7, 1999
------------------------
Khushi Nichani
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<PAGE>
Exhibit Number Sequential
Description of Document Page Number
----------------------- -----------
3.1 Composite Amended and Restated Certificate
of Incorporation of the Company (including
the Certificate of Amendment for the Series
D1 Preferred Stock) (incorporated herein by
reference to Exhibit 3.1 to the Company's
Report on Form 8-K filed on October 8, 1999
(the "8-K").
3.2 Composite Amended and Restated Bylaws of the
Company (incorporated herein by reference to
Exhibit 3.1 to the Company's Quarterly
Report on Form 10-QSB for the period ended
September 30, 1997 (the "September 1997 Form
10-QSB")).
4.1 Form of Warrant Certificate (incorporated
herein by reference to Exhibit 4.1 to the
8-K).
4.2 Form of Registration Rights Agreement, dated
as of September 30, 1999, relating to the
Series D1 Preferred Stock (incorporated
herein by reference to Exhibit 4.2 to the
8-K).
5.1 Opinion of Kramer Levin Naftalis & Frankel
LLP.
10.1 1993 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1994 (the "1994
Form 10-K").
10.2 Amended and Restated Employment Agreement
dated as of August 4, 1997, between the
Company and J.C. Chatpar (incorporated
herein by reference to Exhibit 10.1 to the
September 1997 Form 10-QSB).
10.3 Manufacturing License Contract between the
Company and National Telecommunications Co.,
dated as of December 4, 1995 (incorporated
herein by reference to Exhibit 10(c) to the
Company's 1996 Form 10-KSB/A).
10.4 Manufacturing License Contract between the
Company and Gujarat Communications and
Electronics, Ltd. dated as of May 30, 1996
(incorporated herein by reference to Exhibit
10.5 to the Company's Annual Report on Form
10-KSB for the fiscal year ended March 31,
1997).
10.5 Securities Purchase Agreement, dated as of
September 30, 1999, by and among the Company
and the Purchaser named therein, relating to
the Series D1 Preferred Stock (incorporated
herein by reference to Exhibit 10.1 to the
8-K).
10.6 1997 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.5 to the
Company's 1999 Form 10-KSB/A).
23.1 Consent of Albrecht, Viggiano, Zureck &
Company, P.C., C.P.A.*
23.2 Consent of Kramer Levin Naftalis & Frankel
LLP (see Exhibit 5.1)
27.1 Financial Data Schedule (incorporated herein
by reference to Exhibit 27 to the Company's
Form 10-Q filed on November 5, 1999).
* Filed previously.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
TEL (212) 715-7811 75008 Paris
FAX (212) 715-8000 France
December 7, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cyber Digital, Inc.
Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel to Cyber Digital, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the above-captioned Registration Statement on Form SB-2 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
covering 5,000,000 shares of common stock, par value $0.01 per share, of the
Company to be sold by the selling stockholders named in the Registration
Statement (the "Shares").
As such counsel we have examined such corporate records,
certificates and other documents and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion. In rendering this
opinion, we have (a) assumed (i) the genuineness of all signatures on all
documents examined by us, (ii) the authenticity of all documents submitted to us
as originals, and (iii) the conformity to original documents of all documents
submitted to us as photostatic or conformed copies and the authenticity of the
originals of such copies; and (b) relied on (i) certificates of public officials
and (ii) as to matters of fact, statements and certificates of officers of the
Company.
Based upon the foregoing, we are of the opinion that the
Shares, other than those shares that are to be issued upon the conversion of the
Series C and D1 Preferred Stock, have been validly authorized and issued, and
are fully-paid and non-assessable shares of common stock of the Company.
We are attorneys admitted to the Bar of the State of New York,
and we express no opinion as to the laws of any other jurisdiction other than
the laws of the United States of America and the General Corporation Law of the
State of Delaware.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement. In
giving such consent we do not thereby concede that we are within
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December 7, 1999
Page 2
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.
This firm owns 50,000 shares of the Company's Common Stock.
Very truly yours,
/s/ KRAMER LEVIN NAFTLIS & FRANKEL LLP
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KRAMER LEVIN NAFTALIS & FRANKEL LLP
