As filed with the Securities and Exchange Commission on August 14, 1998
Registration No.__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SGI INTERNATIONAL
(Exact name of Registrant as specified in its charter)
Utah 33-0119035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Prospect Street, Suite 325, La Jolla, CA 92037
TEL (619) 551-1090 / FAX (619) 551-0247
(Address, including zip code, telephone number and facsimile number,
including area code, of registrant's principal executive offices)
Joseph A. Savoca, Chief Executive Officer
President and Chairman of the Board
SGI International
1200 Prospect Street, Suite 325, La Jolla, CA 92037 (619) 551-1090
(Name, address and telephone number of agent for service)
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Copies to:
FISHER THURBER LLP
TIMOTHY J. FITZPATRICK, ESQ.
DAVID A. FISHER, ESQ.
4225 Executive Square, Suite 1600
La Jolla, CA 92037-1483
Tel. (619) 535-9400
Fax (619) 535-1616
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement has become effective.
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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]
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)
of this Form, 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, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [x] No. 333-44789
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. [x]
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================
Title of each class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
registered registered(1)(2) per Unit(3) Price(3) Registration Fee
- - --------------------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value, underlying
outstanding Convertible
Preferred Stock . . . . . . 1,484,648 $ 1.11 $ 1,647,959 $ 486.15
- - --------------------------- ------------------- ------------------- ------------------- -------------------
Common Stock, no par
value, outstanding
underlying Warrants . . . . 70,000 $ 1.11 77,700 $ 22.92
- - --------------------------- ------------------- ------------------- ------------------- -------------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 509.07
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement covers such additional indeterminate number of shares of common
stock as may be issued by reason of adjustments in the number of shares of
common stock issuable pursuant to anti-dilution provisions contained in the
existing warrants and convertible preferred stock. Because such additional
shares of common stock will, if issued, be issued for no additional
consideration, no additional registration fee is required.
(2) The number of shares of common stock registered herein underlying certain
convertible preferred stock is indeterminate and is estimated to include
the shares of common stock required to fulfill the conversion rights of
preferred stock which is convertible into a given number of common shares
in part based upon conversion formulae, referencing fluctuating market
prices and is also estimated to satisfy contractual obligations of the
Company requiring the registration of 200% of the number of shares of
Common Stock issuable upon conversion of the Company's Convertible
Preferred Stock.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933,
based on the average of the bid and ask prices of the Company's common
stock on the OTC Bulletin Board on August 10, 1998.
INFORMATION INCORPORATED BY REFERENCE
The Company regularly files documents with the Securities and Exchange
Commission to comply with applicable government regulations, including Form 10-Q
and Form 10-K. The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, a copy of the Form
10-K for the year ended December 31, 1997, and a copy of the Form 10-Q for the
quarter ended June 30, 1998, a copy of the Prospectus dated July 22, 1998,
included in the Registration Statement of Form S-2 effective on that date, No.
333-44789, and upon written or oral request of such person, a copy of any and
all of the other documents that have been filed with the Securities and Exchange
Commission and incorporated by reference in this Prospectus (other than exhibits
to such documents which are not specifically incorporated by reference herein).
Such requests should be directed to SGI International, Attn: George Donlou,
Controller, at its principal offices located at 1200 Prospect Street, Suite 325,
La Jolla, CA 92037 (619) 551-1090.
1
<PAGE>
The following documents previously filed with the Commission, except as
superseded or modified herein, are hereby incorporated by reference into this
Prospectus: (i) the Registration Statement on Form S-2, No. 333-44789, declared
effective July 22, 1998; (ii) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997; (iii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended June 30, 1997, September 30, 1997, and March
31, 1998; (iv) the Company's definitive Form 14a (Proxy) dated April 30, 1998;
(v) the Company's Form 8-K's dated January 23, 1998, and November 24, 1997; (v)
the Company's 1934 Act Registration Statement on Form 8-A; and (vi) each
additional exhibit from all of the Company's prior 1933 Act filings.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Prospectus.
No person is authorized in connection with any offering made hereby to give
any information or make any representation not contained or incorporated by
reference in this Prospectus, and any information not contained or incorporated
herein must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, by any person in any jurisdiction in which it is unlawful for such
person to make such offer or solicitation. Neither the delivery of this
Prospectus at any time nor any sale made hereunder shall, under any
circumstances, imply that the information herein is correct as of any date
subsequent to the date hereof.
EXHIBITS
<TABLE>
Exhibit
No. Description
<S> <C>
5.1 Opinion of Fisher Thurber LLP regarding the legality of the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Public Auditors.
23.2 Consent of J.H. Cohn LLP, Independent Public Accountants.
23.3 Consent of Fisher Thurber LLP (included in Exhibit 5.1).
</TABLE>
2
<PAGE>
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-2 pursuant to Rule 462(b) and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of La Jolla, State of California, on
August 14, 1998.
SGI International
/s/ JOSEPH A. SAVOCA
By:___________________________________________
Joseph A. Savoca, Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signatures
/s/ JOSEPH A. SAVOCA ERNEST P. ESZTERGAR
____________________________ ____________________________
Joseph A. Savoca Ernest P. Esztergar
Chief Executive Officer, Director
Chief Financial By: Joseph A. Savoca
Officer and Director August 14, 1998
August 14, 1998
WILLIAM A. KERR WILLAM R. HARRIS
____________________________ ____________________________
William A. Kerr William R. Harris
Director Director
By: Joseph A. Savoca By: Joseph A. Savoca
August 14, 1998 August 14, 1998
BERNARD V. BAUS NORMAN GRANT
____________________________ ____________________________
Bernard V. Baus Norman Grant
Director Director
By: Joseph A. Savoca By: Joseph A. Savoca
August 14, 1998 August 14, 1998
3
August 14, 1998
Board of Directors
SGI International
1200 Prospect Street, Suite 325
La Jolla, CA 92037
Re: Form S-2 Registration Statement
Ladies and Gentlemen:
We have acted as special counsel for SGI International (the "Company")
in connection with the preparation and filing pursuant to Rule 462(b) of the
Securities Act of 1933, a Registration Statement on Form S-2, (the "New
Registration Statement"). The New Registration Statement is to register
additional securities of the same class as were included in an earlier
registration statement for the same offering on Form S-2, Registration
No. 333-44789 (the "Earlier Registration Statement") declared effective by the
Securities and Exchange Commission on July 22, 1998. Pursuant to the New
Registration Statement, the Company proposes to offer 1,554,648 shares of
Common Stock, no par value, as stated on the facing page of the New Registration
Statement. Capitalized terms used herein have the meanings ascribed to them in
the New Registration Statement unless otherwise noted.
We are familiar with the proceedings by which the Common Stock has been
authorized, and we have reviewed and are familiar with the Articles of
Incorporation, as amended, and the By-Laws of the Company and such other
corporate records and documents as we have deemed necessary to express the
opinion herein stated. We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the conformity to
original documents and all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that the Common Stock
to be sold and delivered as contemplated by the New Registration Statement will
be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the New
Registration Statement.
Sincerely,
Fisher Thurber LLP
By: /s/ David A. Fisher
David A. Fisher
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, IDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-2) and related Prospectus of SGI International
for the registration of 1,554,648 shares of its common stock and to the
incorporation by reference therein of our report dated Match 20, 1997, except
for Note 11, as to which the date is April 14, 1997, with respect to the
consolidated financial statements of SGI International included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
August 12, 1998
EXHIBIT 23.2
CONSENT OF J.H. COHN LLP, INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-2, which is being filed by SGI International as of this
date, of our report on the consolidated financial statements of SGI
International and subsidiaries (the "Company") as of and for the year ended
December 31, 1997, which report is dated March 27, 1998, contains an explanatory
paragraph with respect to the Company's ability to continue as a going concern,
appears in the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997, and is incorporated by reference in the Registration
Statement on Form S-2 (No. 333-44789) previously filed by SGI International
which is also incorporated by reference in this Registration Statement.
/s/ J. H. COHN LLP
J. H. COHN LLP
San Diego, California
August 14, 1998
