As filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 33-93842
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PC ETCETERA, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3260705
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
462 Seventh Avenue
New York, New York 10018
(212) 736-5870
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Terry I. Steinberg
President
PC Etcetera, Inc.
462 Seventh Avenue
New York, New York 10018
(212) 736-5870
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications and notices to:
Fred S. Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
(516) 296-7000
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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.
(Cover continued on following page)
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
check the following box. [x]
If the registrant elects to deliver its latest annual report to
security-holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, 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 this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
--------------------------
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (estimated except for the
Registration Fee) in connection with the offering described in the Registration
Statement:
Registration Fee................................... $ 2,070.65
Accountants' Fees and Expenses..................... 10,000.00
Legal Fees and Expenses............................ 30,000.00
Printing .......................................... 3,000.00
Miscellaneous...................................... 929.35
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Total............................................ $46,000.00
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Item 15. Indemnification of Directors and Officers.
Pursuant to Section 145 of the Delaware General Corporation Law, the
Registrant has the power, under certain circumstances, to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Registrant), by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Pursuant to such Section 145, the Registrant has the power, under certain
circumstances, to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Registrant to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant
or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Registrant, except that no
indemnification generally shall
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be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant.
Pursuant to Section 145, to the extent that a director, officer, employee
or agent of the Registrant has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Article IX of the Registrant's Certificate of Incorporation and Article VI
of the Registrant's By-Laws provide generally that the Registrant shall, to the
fullest extent permitted by law, indemnify all its officers and directors.
The Registrant's Certificate of Incorporation contains provisions relating
to the elimination of directors' liability for damages for breach of duty in
such capacity.
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
- ------ ----------------------
2(a) Asset Purchase Agreement dated as of August 12, 1994 among the
Company, PC Etcetera Israel Ltd., Elron Electronic Industries Ltd.,
Adar International, Inc. and Elron Technologies Inc./1
(b) Stock Purchase Agreement dated as of January 31, 1996 by and between
Training Holdings L.L.C. and PC Etcetera, Inc./2
4(a) Certificate of Incorporation, as amended./3
(b) Certificate of Designation with regard to Series A Preferred Shares.4
5 Opinion of Certilman Balin Adler & Hyman, LLP regarding the legality
of the securities being registered.**
10(a) Lease for premises situated at 462 Seventh Avenue, 4th Floor, New
York, New York, as amended.*
(b) Lease for premises situated at 462 Seventh Avenue, 18th Floor, New
York, New York./5
(c) Lease for premises situated at 19 Fulton Street, New York, New York./6
(d) Lease for premises situated at 120 Wood Avenue South, Iselin, New
Jersey./6
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(e) Lease Amendment for premises situated at 120 Wood Avenue South,
Iselin, New Jersey.*
(f) Amended and Restated 1987 Stock Option Plan./7
(g) Agreement dated as of May 30, 1989 among Terry I. Steinberg, Joseph
Sabrin and the Registrant, as amended./5
(h) Financing Agreement - Receivables dated November 20, 1990 between the
Registrant and Rosenthal & Rosenthal, Inc.*
(i) Stockholders' Agreement dated as of August 12, 1994 among the
Registrant, Elron Electronic Industries Ltd.("Elron"), Adar
International, Inc, Elron Technologies Inc., Terry I. Steinberg,
Joseph Sabrin and Gilbert H. Steinberg./1
(j) Stock Purchase Agreement dated as of March 15, 1995 among the
Registrant, Special Situations Fund III, L.P., Special Situations
Cayman Fund, L.P., Gibraltar Trust ("Gibraltar"), Justy Ltd.
("Justy"), Yozma Venture Capital Ltd. ("Yozma"), SVE STAR Ventures
Enterprises No. II GbR ("SVE II"), SVE STAR Ventures Enterprises No.
III GbR ("SVE III") and SVE STAR Ventures Enterprises No. IIIA GbR
("SVE IIIA")(collectively, the "Series B Purchasers")./4
(k) Form of Warrant dated March 15, 1995 issued to the Series B Purchasers
for the purchase of an aggregate of 500,000 Common Shares of the
Registrant./4
(l) Loan and Registration Rights Agreement dated December 5, 1995
among the Registrant, Gibraltar, Justy, Yozma, SVE II, SVE III, SVE
IIIA, Elron and Gilbert H. Steinberg (collectively, the "Lenders").*
(m) Form of Promissory Note dated December 5, 1995 issued to the Lenders
with regard to $500,000 aggregate principal amount of indebtedness.*
(n) Form of Warrant dated December 5, 1995 issued to the Lenders for the
purchase of an aggregate of 75,000 Common Shares of the Registrant.*
13 Quarterly Report on Form 10-QSB for the quarter ended March 31,
1996./8
23(a) Consent of Arthur Andersen LLP.*
(b) Consent of Norman Stumacher.*
(c) Consent of Luboshitz, Kasierer & Co.**
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(d) Consent of Certilman Balin Adler & Hyman, LLP (included in its opinion
filed as Exhibit 5).
24 Powers of Attorney (included in signature page forming a part hereof).
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*Denotes document previously filed as an exhibit to this Registration Statement.
**Denotes document filed herewith.
1/Denotes document filed as an exhibit to the Registrant's Current Report on
Form 8-K for an event dated August 12, 1994 (File No. 0-17419) and incorporated
herein by reference.
2/Denotes document filed as an exhibit to the Registrant's Current Report on
Form 8-K for an event dated January 31, 1996 (File No. 0-1/7419) and
incorporated herein by reference.
3/Denotes document filed as an exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995 (File No. 0-17419) and
incorporated herein by reference.
4/Denotes document filed as an exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994 (File No. 0-17419) and
incorporated herein by reference.
5/Denotes document filed as an exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1993 (File No. 0-17419) and
incorporated herein by reference.
6/Denotes document filed as an exhibit to the Registrant's Registration
Statement on Form S-18 (File No. 33-19521) and incorporated herein by reference.
7/Denotes document filed as an exhibit to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1992 (File No. 0-17419) and
incorporated herein by reference.
8/Denotes document filed with the Commission (File No. 0-17419) and incorporated
herein by reference.
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Item 17. Undertakings.
The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
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policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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-2 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 20th day of
June, 1996.
PC ETCETERA, INC.
By: /s/Terry I. Steinberg
---------------------------------
Terry I. Steinberg,
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
* Chairman and Director June 20, 1996
- -----------------------------
Martin F. Kahn
President, Treasurer
and Director
(Principal Executive
* and Financial Officer) June 20, 1996
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Terry I. Steinberg
Executive Vice President,
Secretary and
* Director June 20, 1996
- -----------------------------
Joseph Sabrin
Controller (Principal
* Accounting Officer) June 20, 1996
- -----------------------------
Adrienne Haber
* Director June 20, 1996
- -----------------------------
Avshalom Aderet
* Director June 20, 1996
- -----------------------------
Abraham Peri
Director
- -----------------------------
Jacov Ben-Zvi
<PAGE>
*Terry I. Steinberg, pursuant to Powers of Attorney (executed by each of the
persons listed above and indicated as signed above, and filed with the
Securities and Exchange Commission), by signing his name hereto does hereby sign
and execute this Amendment to the Registration Statement on behalf of each of
the persons named above and indicated as signing above in the capacities in
which the names of each appear above, and does hereby sign and execute this
Amendment to the Registration Statement in his own behalf in the capacity of
President, Treasurer, Director and Principal Executive and Financial Officer.
/s/Terry I. Steinberg
Terry I. Steinberg
June 20, 1996
Exhibit 5
June 20, 1996
PC Etcetera, Inc.
462 Seventh Avenue
New York, NY 10018
Re: Registration Statement on Form S-2
Gentlemen:
In our capacity as counsel to PC Etcetera, Inc., a Delaware corporation
(the "Company"), we have been asked to render this opinion in connection with
Amendment No. 5 to the Company's Registration Statement on Form S-2 (the
"Registration Statement") being filed contemporaneously by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
which Registration Statement covers 2,405,744 shares of Common Stock, $.01 par
value, of the Company (the "Shares") comprised of 1,660,000 outstanding shares
of Common Stock (the "Outstanding Shares") and 745,744 shares of Common Stock
issuable upon the exercise of warrants or the conversion of Series A Preferred
Stock (the "Issuable Shares"). The Shares are being registered for resale by
certain selling stockholders.
In connection with our opinion, we have examined the Certificate of
Incorporation and By-Laws of the Company, each as amended, and the Registration
Statement. We are also familiar with proceedings of the Board of Directors of
the Company relating to the authorization of the issuance of the Shares. We have
examined such other instruments and documents as we deemed relevant under the
circumstances.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted as certified, photostatic or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons and (iv) the due authorization, execution and delivery of all
documents by all parties and the validity and binding effect thereof.
<PAGE>
PC Etcetera, Inc.
June 20, 1996
Page 2
Based upon and subject to the foregoing, including the assumptions made,
we are of the opinion that (i) the Outstanding Shares have been duly and validly
authorized and issued, and are fully paid and nonassessable shares of Common
Stock, $.01 par value, of the Company and (ii) the Issuable Shares have been
duly and validly authorized and, when issued in accordance with the terms of the
respective warrants and Series A Preferred Stock, will be duly and validly
issued, fully paid and nonassessable shares of Common Stock, $.01 par value, of
the Company.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement.
This opinion is as of the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in any of the matters set
forth herein.
We are rendering this opinion only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is to be utilized and relied upon only in connection with the
matters expressly set forth herein.
Very truly yours,
CERTILMAN, BALIN, ADLER & HYMAN, LLP
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of PC Etcetera Israel Ltd., we hereby consent
to the incorporation in this registration statement (File No. 33-93842) of our
report dated March 9, 1994 (except with respect to notes 1, 2, 7, 12, 15 and
statement of cash flow which the date is November 30, 1995) on the financial
statements of Elron Electronic Industries Ltd. - ACE Division, included in the
Current Report on Form 8-K of PC Etcetera, Inc. for an event dated August 12,
1994, as amended, and of our report dated February 28, 1995, in respect of the
financial statements of PC Etcetera Israel Ltd. as of December 31, 1994,
included in PC Etcetera, Inc.'s Form 10-KSB for the year ended December 31, 1995
and to all references to our Firm included in this registration statement.
We draw attention to Note 16 of the financial statements of PC Etcetera Inc. as
of December 31, 1995, included in Form 10-KSB, wherein it is stated that PC
Etcetera, Inc. decided to cease operations of PC Etcetera Israel Ltd., effective
March 31, 1996.
Luboshitz, Kasierer & Co., C.P.A. (Isr.)
Tel-Aviv, Israel
June 14, 1996
