As filed with the Securities and Exchange Registration No. 333-18595
Exchange Commission on January 10, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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GRAND TOYS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in its Charter)
87-0454155
Nevada (I.R.S. Employer
State or Other Jurisdiction of Identification No.)
Incorporation or Organization)
1710 Route Transcanadienne
Dorval, Quebec, Canada H9P 1H7
(514) 685-2180
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
-----------------
Stephen Altro
President
Grand Toys International, Inc.
1710 Route Transcanadienne
Dorval, Quebec, Canada H9P 1H7
(514) 685-2180
(Name, 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:
Paul J. Pollock, Esq.
Piper & Marbury L.L.P.
1251 Avenue of the Americas
New York, NY 10020-1104
(212) 835-6000
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, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box:|X|
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------============
Title of Shares Amount to Proposed Maximum Proposed Maximum Amounteof
to be Registered Registered Offering Price Per Aggregate Registration
Unit Offering Price Fee
- -----------------------------------------------------------------============
Common Stock, 183,486 $1.125 $206,421.75 $71.18 (1)
$.001 par value shares
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(1) Registration fee paid previously.
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>
ITEM 16. EXHIBITS
Exhibit No. Description
3 Bylaws of the Company(1)
5 Opinion of Piper & Marbury L.L.P. regarding
the legality of the securities being
registered (contains Consent of Counsel)
24.1 Consent of Piper & Marbury L.L.P. (see
Exhibit 5)
24.2 Consent of KPMG(1)
(1) Exhibit Previously filed
<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 Dorval, Quebec, Canada, on this 10th
day of January, 1997.
GRAND TOYS INTERNATIONAL, INC.
By: /s/ Stephen Altro
Stephen Altro, President and Director
By: /s/ Ron Goldenberg
Ron Goldenberg, Executive
Vice-President and Director
In accordance with the requirements of the Securities Act, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated. Each person below has duly authorized and appointed each of
Stephen Altro and Ron Goldenberg, and each of them severally, acting alone and
without the other, as his attorney-in-fact to sign on his behalf individually
and in the capacity stated below all amendments and post-effective amendments to
this Registration Statement as either such attorney-in-fact may deem necessary
or appropriate.
Signature Title Date
/s/ Stephen Altro President and Director January 10, 1997
________________________(Principal Executive
Stephen Altro Officer)
/s/ David Mars by Ron
Goldenberg, Executive Vice Chairman January 10, 1997
attorney-in-fact and Director
________________________
David Mars
Executive Vice
/s/ Ron Goldenberg President, Chief January 10, 1997
________________________Financial Officer,
Ron Goldenberg Secretary, Treasurer and
Director (Principal
Financial and Accounting
Officer)
/s/ James B. Rybakoff by
Ron Goldenberg, Director January 10, 1997
attorney-in-fact
________________________
James B. Rybakoff
Director January 10, 1997
________________________
Elliot Bier
<PAGE>
Exhibit 5
PIPER & MARBURY
L.L.P.
1251 Avenue of the Americas
NEW YORK, NEW YORK 10020-1104
212-835-6000
FAX: 212-835-6001
WASHINGTON
NEW YORK
PHILADELPHIA
EASTON
January 10, 1996
Grand Toys International, Inc.
1710 Route Transcanadienne
Dorval, Quebec, Canada H9P 1H7
Gentlemen:
We have acted as counsel to Grand Toys International, Inc., a Nevada
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-3 of the Company (the "Registration Statement"), Registration No. 333-18595
filed with the Securities and Exchange Commission (the "Commission"), of the
offer and sale of 183,486 shares of common stock, par value $.001 per share, of
the Company (the "Shares") by the Selling Stockholders identified in the
Registration Statement. This opinion is being provided at your request in
connection with the filing of the Registration Statement. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed thereto in the
Registration Statement.
In this capacity, we have examined the Registration Statement, the
Articles of Incorporation, as amended, and Amended and Restated Bylaws of the
Company, the proceedings of the Board of Directors of the Company relating to
the issuance of the Shares, and such other statutes, certificates, instruments
and documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion. In such examination, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), and all public records reviewed are accurate
and complete. As to factual matters, we have relied on an officer's certificate
and have not independently verified the matters stated therein.
<PAGE>
Based upon the foregoing, we are of the opinion and so advise you that the
Shares have been duly and validly authorized, legally issued and are fully-paid
and non-assessable.
We call your attention to the fact that the members of this firm who
worked on the transactions contemplated herein are not licensed to practice law
in any jurisdiction other than the State of New York. To the extent in rendering
the foregoing opinion the laws of Nevada are or may be applicable, our opinion
is based solely upon a review of the General Corporation Law of the State of
Nevada. Accordingly, except as provided in the preceding sentence, we express no
opinion with respect to the laws of any jurisdiction other than the State of New
York and the federal laws of the United States typically applicable to
transactions of the type contemplated by the Registration Statement. Without
limiting the generality of the foregoing, we also express no opinion concerning
compliance with the laws or regulations of any other jurisdiction or
jurisdictions. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.
The opinion expressed in this letter is solely for the use of the Company
and the Selling Stockholders in connection with the Registration Statement. This
opinion may not be relied on by any other person or in any other connection
without our prior written approval. The opinion expressed in this letter is
limited to the matters set forth herein, and no other opinion should be inferred
beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Registration Statement and in the Prospectus included in the
Registration Statement, as having passed on the validity of the Shares. In
giving this consent, the firm does not admit that it comes within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
Piper & Marbury L.L.P.
