As filed with the Securities and Exchange Commission on September 28, 1995.
Registration No. 33-68092
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TOP SOURCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1027821
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
2000 PGA Boulevard, Suite 3200, Palm Beach Gardens, FL 33408
(407) 775-5756
(Address, including zip code, and telephone number,including area code, of
registrant's principal executive offices)
Mr. Stuart Landow, President
TOP SOURCE TECHNOLOGIES, INC.
2000 PGA Boulevard, Suite 3200
Palm Beach Gardens, FL 33408
(407) 775-5756
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Michael D. Harris, Esq.
Cohen, Chernay, Norris, Weinberger & Harris
712 U.S. Highway One, Fourth Floor
P.O. Box 13146
North Palm Beach, Florida 33408-7146
(407) 844-3600
Approximation 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.
The combined Prospectus contained herein also relates to Registration
Statement File Number 33-68092.
SECURITIES REMOVED FROM REGISTRATION STATEMENT
All of the securities registered in this Registration Statement are
de-registered except the following:
Percentage
Ownership Securities Ownership Owned
Selling Prior to Being After After
Stockholder Offering Offered Offering Offering
Appleton Associates
Shares of Common Stock 64,000 64,000 None 0
British Far East Ltd.
Shares of Common Stock 14,583 14,583 None 0
Underlying Options
Comegys, Robert4
Shares of Common Stock 5,000 5,000 None 0
Durham, Dee4
Shares of Common Stock 3,000 3,000 None 0
Gosman, Abraham D.5
$4.00 Warrants 8,100 8,100 None 0
Shares of Common Stock 8,100 8,100 None 0
Underlying Warrants
Griffin, Marvin4
Shares of Common Stock 4,000 4,000 None 0
Hochberg, Samuel and Brenda
$4.00 Warrants 1,600 1,600 None 0
Shares of Common Stock 1,600 1,600 None 0
Underlying Warrants
Joyce, Carlton S.
Shares of Common Stock 170,0006 170,000 200,000 *
Learn, David4
Shares of Common Stock 4,000 4,000 None 0
Muller, Paul E.4
Shares of Common Stock 7,000 7,000 None 0
Orman, Margaret Palmbaum
$4.00 Warrants 4,900 4,900 None 0
Shares of Common Stock 4,900 4,900 None 0
Underlying Warrants
Palmbaum, Paul R. Trust
Shares of Common Stock 2,000 2,000 None 0
$4.00 Warrants 1,600 1,600 None 0
Shares of Common Stock 1,600 1,600 None 0
Underlying Warrants
R. Weil & Associates
Shares of Common Stock 136,000 136,000 None 0
Percentage
Ownership Securities Ownership Owned
Selling Prior to Being After After
Stockholder Offering Offered Offering Offering
Rodriguez, Mario F.
Shares of Common Stock 5,000 5,000 None 0
$4.00 Warrants 4,000 4,000 None 0
Shares of Common Stock 4,000 4,000 None 0
Underlying Warrants
4 An employee of the Company. Consists of shares underlying
options.
5 Held in a discretionary account managed by Ganz Capital which has
investment power but not voting power over these shares.
6 Mr. Joyce is a director of the Company and President of the
Company's OSA subsidiary. Consists of 200,000 shares which may
be sold pursuant to Rule 144 and 170,000 shares underlying
options, 100,000 of which are currently vested.
* Less than 1%.
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 requirement for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Palm Beach Gardens, Florida, on this 28th day of September, 1995.
TOP SOURCE TECHNOLOGIES, INC.
By:/s/ Stuart Landow
Stuart Landow, President
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
/s/Stuart Landow Director September 28, 1995
Stuart Landow
/s/Christer Rosen Director September 28, 1995
Christer Rosen
/s/David Natan Vice President of Finance, September 28, 1995
David Natan Treasurer and Director
(Principal Financial Officer,
and Principal Accounting Officer)
/s/Ronald P. Burd Director September 28, 1995
Ronald P. Burd
/s/Carlton S Joyce Director September 28, 1995
Carlton S. Joyce
/s/Arthur S. Kirsch Director September 28, 1995
Arthur S. Kirsch
Name Title Date
/s/Clinton D Lauer Director September 28, 1995
Clinton D. Lauer
/s/Paul F. Moore Director September 28, 1995
Paul F. Moore
/s/Mani A. Sadeghi Director September 28, 1995
Mani A. Sadeghi
