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As Filed with the Securities and Exchange Commission July 23, 1996
Registration No. 333-4163
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
Form S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GATEWAY INDUSTRIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 33-0637631
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(State or other (I.R.S. Employer Identification No.)
jurisdiction
of incorporation organization)
c/o Marsel Mirror & Glass Robert W. Forman, Esq.
Products, Inc. Greenberger & Forman
101-01 Foster Avenue 1370 Avenue of the Americas
Brooklyn, NY 11236 New York, NY 10019
(718) 272-9700 (212) 757-4001
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(Address, including zip code, (Name, address, including zip
and telephone number, code, and telephone number, including
including area code, area code, of agent for service)
of registrant's principal
executive office)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the 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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1), check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
Title of each Proposed maximum
class of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share price fee
Common Stock,
$.001 par value. 3,105,039 $2.75 $8,549,846 $2,941.00*
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*Previously Paid
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Item 16. Exhibits.
99.4.A Amendment to Subscription Agency Agreement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1933, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GATEWAY INDUSTRIES, INC.
Date: July 19, 1996 By: /s/ Jack Howard
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Jack Howard, Acting President
Date: July 19, 1996 By: /s/ Warren Lichtenstein
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Warren Lichtenstein
Chairman of the Board and
Principal Financial and Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Date: July 19, 1996 /s/ Jack Howard
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Jack Howard
Acting President and Director
Date: July 19, 1996 /s/ Warren Lichtenstein
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Warren Lichtenstein, Director
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EXHIBIT 99.4A
AMENDMENT TO SUBSCRIPTION AGENCY AGREEMENT dated as July 1, 1996 by
and between Gateway Industries, Inc., a Delaware corporation (the "Company")
and American Stock Transfer & Trust Company, as Subscription Agent (the
"Subscription Agent").
WHEREAS, the Company's Registration Statement on form S-2
(Registration No. 333-4163) under the Securities Act of 1933, as amended (the
"Act"), relating to a proposed distribution by the Company to holders of records
of shares of its Common Stock, $.001 par value (the "Common Stock"), as of the
close of business on June 27, 1996 (the "Record Date"), of transferable
subscription rights (the "Rights") to purchase additional shares of its Common
Stock (the "Basic Subscription Privilege") at a price of $3.25 per share (the
"Subscription Price") was declared effective by the Securities and Exchange
Commission (the "Commission") on July 3, 1996.
WHEREAS, the Company has decided to reduce the Subscription Price to
$2.75 per share.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
1. All references in the Subscription Agency Agreement to the
Subscription Price shall be deemed to refer to $2.75 per share and all
subscriptions heretofore or hereafter received by the Subscription Agent shall
be deemed to be at a subscription price of $2.75 per share. The Subscription
Agent shall return any excess funds received by it from holders subscribing for
shares pursuant to Rights at $3.25 per share, as promptly as is practical after
the Expiration Date.
2. Except as amended hereby, all other terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto caused the Amendment
to be duly executed as of July 19, 1996.
GATEWAY INDUSTRIES, INC.
By:_____________________________
Jack Howard
Acting President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:____________________________
Title:___________________________
