<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1997
REGISTRATION NO. 333-33105
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
N2K INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7375 06-1455771
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Code Identification No.)
organization) Number)
</TABLE>
N2K INC.
55 BROAD STREET, 26TH FLOOR
NEW YORK, NEW YORK 10004
(212) 378-5555
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JONATHAN V. DIAMOND
VICE CHAIRMAN
N2K INC.
55 BROAD STREET, 26TH FLOOR
NEW YORK, NEW YORK 10004
(212) 378-5555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
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<S> <C>
FRANK E. MORGAN II, ESQ. JULIE M. ALLEN, ESQ.
DEWEY BALLANTINE O'SULLIVAN GRAEV & KARABELL, LLP
1301 AVENUE OF THE AMERICAS 30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10112
(212) 259-8000 (212) 408-2400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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: [ ]
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: [ ]
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.
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EXPLANATORY NOTE
The sole purpose of this amendment is to provide a replacement
conformed signature page to indicate the filing date of August 7, 1997 for the
initial registration statement filing. The date was inadvertently omitted from
the conformed signature page previously filed.
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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 New York, New York, on August 7,
1997.
N2K INC.
By: /s/ LAWRENCE L. ROSEN
----------------------------------
Lawrence L. Rosen
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Jonathan V.
Diamond and Bruce Johnson his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, including post-effective amendments,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, including, without limitation, any registration statement for the
same offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 7th day of August, 1997.
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<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ LAWRENCE L. ROSEN Chairman of the Board, Chief Executive Officer
- --------------------------------------------- and Director (Principal Executive Officer)
Lawrence L. Rosen
/s/ JONATHAN V. DIAMOND Vice Chairman and Director
- ---------------------------------------------
Jonathan V. Diamond
/s/ ROBERT DAVID GRUSIN Vice Chairman and Director
- ---------------------------------------------
Robert David Grusin
/s/ JAMES E. COANE President, Chief Operating Officer and
- --------------------------------------------- Director
James E. Coane
/s/ BRUCE JOHNSON Vice President, Secretary, Chief Financial
- --------------------------------------------- Officer (Principal Accounting Officer and
Bruce Johnson Principal Financial Officer) and Director
/s/ ROBERT C. HARRIS, JR. Director
- ---------------------------------------------
Robert C. Harris, Jr.
/s/ SUSANNE HARRISON Director
- ---------------------------------------------
Susanne Harrison
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