Registration No. 333 - *****
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-3/A
UNDER
THE SECURITIES ACT OF 1933
Amendment No. 1
MARK SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 11-2864481
(State of Incorporation) (IRS Employer Identification Number)
1515 Broad Street Parkway Technical Center
Bloomfield, New Jersey 07003
(973) 893-0500
(Address, including Zip Code and Telephone Number
of Registrant's Principal Executive Offices)
Carl Coppola, President
Mark Solutions, Inc.
1515 Broad Street
Bloomfield, New Jersey 07003
(973) 893-0500
(Name, Address, including Zip Code, and Telephone Number of Agent for Service)
A copy to:
Richard Blumberg, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, NY 10016
(212) 448-1100
Calculation of Registration Fee
Title of Each Class Amount to Be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered (1)Offering Price Aggregate Registra-
Registered Per Share(2) Offering Price(2)tion Fee(1)
------------------- ------------- ---------------- ---------------- --------
Common Stock, $.01
par value 6,500,000 $.375 $2,437,500 $700.00
------------------- ------------- ---------------- ---------------- --------
(1) Also registered hereby pursuant to Rule 416 are such additional
indeterminate shares of Common Stock or other securities as may become issuable
by reason of stock splits or other adjustments pursuant to antidilution
provisions. (2) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(c) based on the last sales price as reported on Nasdaq
within the prior five days.
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<PAGE>
Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or 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, check the following box: [XX]
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, please 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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<PAGE>
Item 16. Exhibits.
Exhibit
Number Description
-------------------------------------------------------------------------------
2. a) Stock purchase Agreement between Mark and Ian Baverstock, Jonathan Newth,
David Payne and Joanna Tubbs dated April 5, 1996. (Incorporated by reference to
Exhibit 1 to Mark's Form 8-K- Dated of Report May 28, 1996 referred to herein as
"Mark's May 1996 Form 8-K")
b) Stock Purchase Agreement between Mark and Christopher Cummins and Moria
Addington dated April 24, 1996. (Incorporated by reference to Exhibit 2 to
Mark's May 1996 Form 8-K)
3. a) Amended and Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3(i)1 to Mark's Form 10-Q for the period ended December 31,
1998 )
b)Certificate of Designation of Series "D" Preferred Stock
c) By-laws (Incorporated by reference to Exhibit 3 b) to Mark's Form 10-Kfor the
fiscal year ended June 30, 1998)
4. a) Specimen Stock Certificate (Incorporated by reference to Exhibit 4 a) to
Mark's Form 10-K for the fiscal year ended June 30, 1998)
5.Opinion of McLaughlin & Stern, LLP, appearing at page II-6.
21. Subsidiaries of Mark (Incorporated by reference to Exhibit 21. to Mark's
Form 10-K for the fiscal year ended June 30, 1998)
23. a) Consents of Holtz Rubenstein & Co., LLP included on page II-6.
23. b) Consent of McLaughlin & Stern, LLP (included in Exhibit 5)
23 c) Consent of Chantrey Vellacott DFK
24. Power of Attorney (included on page II-4)
<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-3 and that it has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Bloomfield, State of New Jersey, on December 13,
2000.
MARK SOLUTIONS, INC.
/S/ Carl Coppola
--------------------------
By: Carl Coppola
. (Carl Coppola, Chief
Executive Officer and
President)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
_____________________ Chief Executive Officer, December 13, 2000
(Carl Coppola) President and Director
(Principal Executive Officer)
_____________________ Director December 13, 2000
(Richard Branca)
_____________________ Director December 13, 2000
(Ronald E. Olszowy)
_____________________ Director December 13, 2000
(William Westerhoff)
