As filed with the Securities and Exchange Commission on August 18, 1998
Registration No.
333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
Registration Statement
Under The
Securities Act of 1933
HALSTEAD ENERGY CORP.
(Name of Small Business Issuer in its Charter)
Nevada 4925 87-0446395
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
33 Hubbells Drive
Mt. Kisco, New York 10549
(914) 666-3200
(Address and Telephone Number of Principal Executive Offices and Principal
Place of Business)
Ms. Claire E. Tarricone
President
33 Hubbells Drive
Mt. Kisco, New York 10549
(914) 666-3200
(Name, Address and Telephone Number of
Agent For Service)
With a copy to:
Paul J. Pollock, Esq.
Piper & Marbury L.L.P.
1251 Avenue of the Americas
New York, New York 10020-1104
(212) 835-6280
Approximate Date of Proposed Sale to the Public: From time to time after
the effective date of this registration statement.
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. |X| 333-38031
If this form is a post-effective amendment filed 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(1) Price Fee(2)
- --------------------------------------------------------------------------------
Common Stock 250,000 $.75 $187,500 $56.81
TOTAL REGISTRATION FEE $56.81
- --------------------------------------------------------------------------------
(1) Represents the average of the closing bid and asked prices of the Common
Stock of the Registrant on August 14, 1997. (2) 2,170,488 shares were previously
registered under Registration Statement No. 333-38031, in connection with which
the Registrant paid aggregate filing fees of $1,479.88, and 167,547 shares were
previously registered under Registration Statement No. 333-9290, in connection
with which the Registrant paid aggregate filing fees of $38.
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in (i) the Registration Statement on Form SB-2
filed by the Company with the Securities and Exchange Commission, as amended
(File No. 333-38031) pursuant to the Securities Act of 1933, as amended, and
(ii) the related Prospectus in connection therewith is incorporated by reference
herein.
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 Mt. Kisco, State of New
York, on August 18, 1998.
HALSTEAD ENERGY CORP.
(Registrant)
By: /s/ Claire E. Tarricone
Claire E. Tarricone
Its: President and Chief
Executive Officer
Pursuant to 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 indicated.
Signature Title Date
/s/ Claire E. Tarricone President, Chief Executive Officer August 18, 1998
Claire E. Tarricone and a Director (Principal Executive
and Principal Financial Officer)
/s/ Anthony J. Tarricone Director August 18, 1998
Anthony J. Tarricone
/s/ Joseph A. Tarricone Director August 18, 1998
Joseph A. Tarricone
___________________ Director
Edwin Goldwasser
___________________ Director
Joseph Gatti
EXHIBIT INDEX
Exhibit Description
5.1 Opinion of Piper & Marbury L.L.P. concerning the legality of the
securities being offered.
23.1 Consent of Mahoney Cohen & Company, CPA, P.C.
23.2 Consent of Goldman & Murphy, L.L.P.
23.3 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1)
EXHIBIT 5.1
[Letterhead of Piper & Marbury L.L.P.]
August 18, 1998
Halstead Energy Corp.
33 Hubbells Drive
Mount Kisco, New York 10549
Re: Registration Statement (No. 333 - ______)
on Form SB-2
Gentlemen:
We refer to the registration by Halstead Energy Corp. (the "Company") of
250,000 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), that may be offered for sale for the accounts of certain
selling stockholders (the "Selling Stockholders"), as more fully described in
the Registration Statement (No. 333 - ______) on Form SB-2 (the "Registration
Statement") filed by the Company pursuant to Section 462(b) the Securities Act
of 1993, as amended, (the "Act"), to which this opinion is an exhibit, and in
the Prospectus constituting a part thereof (the "Prospectus"), including such
additional securities as may be issued to the Selling Stockholders as more fully
described in the Prospectus.
We have acted as counsel to the Company in connection with the preparation
of the Registration Statement. As such counsel, we have examined originals, or
copies certified to our satisfaction, of the Company's Articles of Incorporation
and Bylaws, as amended, such agreements, documents, certificates and other
statements of government officials and corporate officers and representatives,
and other papers as we have deemed relevant and necessary as a basis for our
opinion. In such examination we have assumed the genuineness of all documents
submitted to us as originals and the conformity with the original document of
documents submitted to us as copies. In addition, as to matters of fact only, we
have relied to the extent we deemed such reliance proper, upon certificates and
other written statements of public officials and corporate officers of the
Company.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock offered for sale for the account of the Selling Stockholders, when issued
and delivered in accordance with the Company's Articles of Incorporation and as
described in the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement.
Very truly yours,
PIPER & MARBURY, L.L.P
/s/ Piper & Marbury, L.L.P.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Halstead Energy Corp.:
We consent to the incorporation in the registration statement on Form
SB-2/A (File No. 333-38031) of our report dated January 12, 1998, on our audit
of the financial statements of Halstead Energy Corp. We also consent to the
reference to our firm under the caption "Experts" in the Prospectus.
MAHONEY COHEN & COMPANY, CPA, P.C.
/s/ Mahoney Cohen & Company, CPA, P.C.
New York, New York
August 18, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Halstead Energy Corp.:
We consent to the use of our report included herein and to the reference
to our firm under the heading "Experts" in the Prospectus.
GOLDMAN AND MURPHY, LLP
/s/ Goldman and Murphy, LLP
Valley Stream, New York
August 18, 1998
