<PAGE>
As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 333-27649
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Amendment Number 3 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
CASMYN CORP.
(Exact name of Registrant as specified in its charter)
Colorado 84-0987840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1335 Greg Street
Unit #104
Sparks, Nevada 89431
(702) 331-5524
(Address, including Zip Code, and Telephone Number, Including
Area Code of Registrant's Principal Executive Offices)
_________________________
Amyn Dahya
President
1335 Greg Street
Unit # 104
Sparks, Nevada 89431
(702) 331-5524
(Name, Address, including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_________________________
Copy to:
David L. Ficksman, Esq.
Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1800
Los Angeles, California 90017
(213) 688-3698
_________________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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 of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, 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 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE
<S> <C> <C> <C> <C>
Common Stock, $.04 par
value per share 7,047,958 $6.00 $42,287,748 $12,815
============================================================================================================
</TABLE>
(1) Includes the registration for resale of the following: (i) all shares of
Common Stock issuable upon conversion of 834,667 shares of the Registrant's
8% Convertible Preferred Stock issued in a private placement in April,
1997; (ii) all shares of Common Stock issuable upon conversion of 110,000
shares of the Registrant's 8% Convertible Preferred Stock issuable upon the
exercise of warrants issued in connection with the foregoing private
placement; (iii) all shares of Common Stock issuable upon conversion of
shares of Registrant's 8% Convertible Preferred Stock issuable as dividends
in respect of shares of the Registrant's 8% Convertible Preferred Stock;
(iv) 870,571 shares of Common Stock originally issued in other private
placements; and (v) 1,339,189 shares of Common Stock (subject to
adjustment) issuable upon exercise of options and warrants issued in other
private placements. Estimated solely for purposes of calculating the
registration fee in connection with this Registration Statement; assumes
that all shares of the Registrant's 8% Convertible Preferred Stock are
converted into shares of Common Stock based on a market price of $7.125 per
share of Common Stock (the last reported sales price reported by NASDAQ on
July 7, 1997). In addition to the estimated number of shares set forth in
the table, the amount to be registered includes a presently indeterminate
number of shares issuable upon conversion of or otherwise in respect of
Registrant's 8% Convertible Preferred Stock.
(2) In the event of a stock split, stock dividend or similar transaction
involving the Common Stock of the Registrant, in order to prevent dilution,
the number of shares of Common Stock registered hereby shall be
automatically increased to cover the additional shares of Common Stock in
accordance with Rule 416 under the Securities Act of 1933, as amended.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) using the last reported sale price reported on
the Nasdaq SmallCap Market for the Registrant's Common Stock on July 22,
1997.
_________________________
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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with
the registration, issuance and distribution of the Common Stock offered hereby
are as follows:
<TABLE>
<S> <C>
SEC Registration Fee.................................. $13,568
Legal Fees and Expenses............................... 35,000
Accounting Fees and Expenses.......................... 25,000
"Blue Sky" Fees and Expenses (including legal fees)... 5,000
Miscellaneous Expenses................................ 5,000
Total $83,568
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the By-Laws of the corporation, the Company has agreed to
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his/her position, if he/she acted in good faith
and in a manner he/she reasonably believed to be in the best interest of the
corporation and, in certain cases, may advance expenses incurred in defending
any such proceeding. To the extent that the officer or director is successful on
the merits in any such proceeding as to which such person is to be indemnified,
the Company must indemnify him/her against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by Colorado
law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers, directors or
persons controlling the Company, pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable.
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ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
*4.1 Form of Certificate for 8% Convertible Preferred Stock
*4.2 Articles of Amendment to the Articles of Incorporation of the
Company
*4.3 Form of Preferred Stock Investment Agreement dated April 11, 1997
*4.4 Form of Stock Purchase Warrant
**5.1 Opinion of Loeb & Loeb LLP
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
*23.3 Consent of PGvG Bekker, Consulting Geologist
</TABLE>
_____________
*Previously filed
**Filed herewith
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
II-2
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sparks,
State of Nevada, on the 28th day of July, 1997.
CASMYN CORP.
By /s/ Amyn S. Dahya
---------------------
Amyn S. Dahya
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Amyn S. Dahya President, Chief Executive July 28, 1997
- --------------------------- Officer and Director
Amyn S. Dahya
/s/ Douglas C. Washburn Vice President, Secretary, July 28, 1997
- --------------------------- Treasurer
Douglas C. Washburn (Principal Financial Officer)
/s/ Hanif S. Dahya Director July 28, 1997
- -------------------------
Hanif S. Dahya
/s/ Sandro Kunzle Director July 28, 1997
- -------------------------
Sandro Kunzle
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Dennis E. Welling Controller (Principal July 28, 1997
- ------------------------- Accounting Officer)
Dennis E. Welling
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
<C> <S> <C>
*4.1 Form of Certificate for 8% Convertible Preferred Stock
*4.2 Articles of Amendment to the Articles of Incorporation
of the Company
*4.3 Form of Preferred Stock Investment Agreement
dated April 11, 1997
*4.4 Form of Stock Purchase Warrant
**5.1 Opinion of Loeb & Loeb LLP
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
*23.3 Consent of PGvG Bekker, Consulting Geologist
</TABLE>
_____________
*Previously filed
**Filed herewith
<PAGE>
Exhibit 5.1
[LETTERHEAD OF LOEB & LOEB LLP]
WRITER'S DIRECT DIAL NUMBER
213-688-3698
July 28, 1997
Board of Directors
Casmyn Corp.
1500 West Georgia Street, 18th Floor
Vancouver, B.C. V6G 2Z6
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
We have acted as counsel to Casmyn Corp., Inc., a Colorado corporation
("Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), of the Company's registration statement on Form S-3
(together with all amendments, the "Registration Statement"). The Registration
Statement relates to the registration under the Act of 7,047,958 shares of the
Company's common stock ("Common Stock").
In rendering this opinion, we have reviewed the Registration
Statement, as well as a copy of the Company's Articles of Incorporation and
Bylaws, each as amended to date. We have also reviewed such documents and such
statutes, rules and judicial precedents as we have deemed necessary for the
opinions expressed herein.
In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies, and the authenticity of
originals of such photostatic copies.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that the
shares of Common Stock have
<PAGE>
Board of Directors
Casmyn Corp.
July 28, 1997
Page 2
been duly and validly authorized and, when sold, will be legally issued, fully
paid and nonassessable.
This opinion is limited to the corporate law of Colorado, and we
express no opinion with respect to the laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
This opinion may not be used, circulated, quoted or otherwise referred
to for any purpose without our prior written consent and may not be relied upon
by any person or entity other than the Company, its successors and assigns, and
investors in this Offering. This opinion is based upon our knowledge of law and
facts as of its date. We assume no duty to communicate to you with respect to
any matter which comes to our attention hereafter.
Sincerely,
LOEB & LOEB LLP
By /s/ David L. Ficksman
----------------------
A Partner of the Firm
