<PAGE>
As filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-31118
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
NANOPIERCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 84-0992908
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
370 Seventeenth Street, Suite 3580
Denver, Colorado 80202
(303) 592-1010
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Paul H. Metzinger
President and Chief Executive Officer
Nanopierce Technologies, Inc.
370 Seventeenth Street, Suite 3580
Denver, Colorado
(303) 592-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies sent to:
Robert J. Ahrenholz, Esq.
Joshua M. Kerstein, Esq.
Kutak Rock LLP
717 Seventeenth Street, Suite 2900
Denver, Colorado 80202
(303) 297-2400
Approximate date of commencement of the proposed sale to the public: From
time to time 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. [X]
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. [X] 333-31118
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,
check the following box. [_]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed
Proposed maximum
Title of each class Amount maximum aggregate Amount of
of securities to to be offering price offering registration
be registered registered per share/(1)/ price/(1)/ fee/(2)/
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Warrants/(3)/ 680,000 $2.915 $1,982,200 $ 523
-------------------------------------------------------------------------------------------------------------
Common stock underlying 680,000 -- -- --
warrants/(4)/
-------------------------------------------------------------------------------------------------------------
Common stock underlying 1,029,160 $2.915 $1,500,000 $ 396
6% convertible debentures
-------------------------------------------------------------------------------------------------------------
Common stock underlying 1,715,266 $2.915 $2,500,000 $ 660
the conditional warrant
to purchase $2,500,000
principal amount of 6%
convertible debentures/(5)/
-------------------------------------------------------------------------------------------------------------
Total -- -- $5,982,200 $ 1,579/(6)/
=============================================================================================================
</TABLE>
____________
/(1)/ Estimated solely for the purpose of calculating the registration fee.
/(2)/ Registration fee calculations are based on the filing fee of $264 per
$1,000,000 of securities registered.
/(3)/ Includes 250,000 warrants that are exercisable upon exercise of the
conditional warrant. Registration fee is calculated pursuant to Rule 457(g)
based on the exercise price of the warrants at the time of the filing of this
registration statement. Pursuant to Rule 416, this registration statement also
covers the shares of common stock as may be issuable pursuant to the anti-
dilution provisions of the warrants. Pursuant to Rule 457(g), no separate
registration fee is payable with respect to the common stock underlying the
exercise of the warrants.
/(4)/ Pursuant to Rules 457(i) and 457(g), no separate registration fee is
payable with respect to the common stock underlying the warrants. Pursuant to
Rule 416, this registration statement also covers the shares of common stock as
may be issuable pursuant to the anti-dilution provisions of the warrants.
/(5)/ Pursuant to Rule 416, this registration statement also covers the shares
of common stock as may be issuable pursuant to the anti-dilution provisions of
the debentures. Pursuant to Rule 457(g), no separate registration fee is payable
with respect to the common stock underlying the conversion of the debentures
into common stock.
/(6)/ Of the $1579 registration fee, $154 was paid with the filing of the
amendment to the Registration Statement on March 25, 2000 and $1387 was
previously paid with the Registration Statement filed on February 25, 2000.
2
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
Nanopierce Technologies, Inc. (the "Company") is filing this Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-3 (File No. 333-31118), filed with the
Securities and Exchange Commission by the Company on February 25, 2000, as
amended by Pre-Effective Amendment No. 1 thereto filed on March 14, 2000, which
was declared effective on March 16, 2000, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on October 20, 2000.
NANOPIERCE TECHNOLOGIES, INC.
By /s/ Paul H. Metzinger
-------------------------------------
Paul H. Metzinger, President, Chief
Executive Officer and Director
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Paul H. Metzinger President, Chief Executive October 20, 2000
------------------------------
Paul H. Metzinger Officer and Director
(Principal Executive Officer)
** Director October 20, 2000
------------------------------
Herbert J. Neuhaus
** Chief Financial Officer October 20, 2000
------------------------------
Kristi J. Kampmann (Principal Accounting
Officer)
</TABLE>
** By: /s/ Paul H. Metzinger
--------------------------
Paul H. Metzinger, as
Attorney-In-Fact
<PAGE>
Item 16 (a) Exhibits. The following is a complete list of Exhibits
filed as part of this registration statement. Exhibit
numbers correspond to the numbers in the exhibit table of
Item 601 of Regulation S-K.
Exhibits and Financial Statement Schedules
Exhibit No. Description
/a/2.00 Agreement dated February 26, 1998, by and among the
registrant, Particle Interconnect Corporation and Intercell
Corporation
/b/3.01 The Articles of Incorporation of registrant
/c/3.02 Amendment to the Articles of Incorporation of registrant
/d/3.03 Amendment to the Articles of Incorporation of registrant
/d/4.00 Debentures issued to Equinox Investors LLC (Form of
Debenture included as Exhibit A to Exhibit 10.01)
/d/4.01 Warrant issued to Equinox Investors LLC (Form of Warrant
included as Exhibit B to Exhibit 10.01)
/d/4.02 Conditional Warrant issued to Equinox Investors LLC (Form
of Conditional Warrant included as Exhibit C to Exhibit
10.01)
/d/4.03 Warrant issued to EBI Securities Corporation
/e/4.05 Warrant issued to EBI Securities Corporation to purchase
150,000 shares of the registrant's Common Stock
/e/4.06 Warrant issued to EBI Securities Corporation to purchase
50,000 shares of the registrant's Common Stock
/g/4.07 Warrant issued to Equinox Investors LLC pursuant to the
Termination and Redemption Agreement, dated as of October
20, 2000
/f/5.00 Opinion from Kutak Rock LLP
/d/10.01 Securities Purchase Agreement between the registrant and
Equinox Investors LLC, dated as of January 11, 2000
/d/10.02 Registration Rights Agreement between the registrant and
Equinox Investors LLC, dated as of January 11, 2000 (Form
of Agreement included as Exhibit E to Exhibit 10.01)
/d/10.03 Letter Agreement dated February 14, 2000 by and between the
registrant and Ladenburg Thalmann & Co., Inc.
/g/10.04 Termination and Redemption Agreement, dated as of October
20, 2000 between the Registrant and Equinox Investors, LLC
/f/23.01 Consent of Gelfond Hochstadt Pangburn & Co.
/f/23.02 Consent of Kutak Rock LLP (included in Exhibit 5.00)
/e/24.00 Power of Attorney (included on page II-5 of the
registration statement)
___________________
/a/ Incorporated by reference to Exhibit 2.01 to the registrant's Current
Report on Form 8-K, dated February 26, 1998, filed on March 12, 1998
/b/ Incorporated by reference to Exhibit 4.01 to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1998, filed on October 8, 1998
/c/ Incorporated by reference to Exhibit 4.02 to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1998, filed on October 8, 1998
/d/ Incorporated by reference to the like numbered exhibit filed with
registrant's Registration Statement on Form S-3 (Registration No. 333-31118)
filed February 25, 2000
/e/ Incorporated by reference to the like numbered exhibit filed with
registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form
S-3 (Registration No. 333-31118) filed March 14, 2000
/f/ Filed herewith
/g/ Incorporated by reference to Exhibit 10.01 to the registrant's Current
Report on Form 8-K, dated October 20, 2000, filed on October 20, 2000
