As filed with the Securities and Exchange Commission on June 23, 1998
Registration No. 333-37879
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
Amendment No. 5
to
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CAPITAL GROWTH HOLDINGS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
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<TABLE>
<S> <C> <C>
Delaware 6211 06-1489574
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
660 Steamboat Road
Greenwich, Connecticut 06830
(203) 861-7750
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Ronald B. Koenig
Chairman of the Board of Directors,
President and Chief Executive Officer
Capital Growth Holdings, Ltd.
660 Steamboat Road
Greenwich, Connecticut 06830
(203) 861-7750
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
with a copy to:
Rubi Finkelstein, Esq.
Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
(212) 506-5000
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Approximate date of commencement of proposed sale to the public: From time
to time 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, please 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. [_]
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,
please check the following box. [_]
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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>
The contents of the Registration Statement on Form SB-2 (Registration No.
333-37879), registering 4,720,980 shares of common stock, $.001 par value, filed
on October 14, 1997 with the Commission, as amended by Pre-Effective Amendments
Nos. 1, 2, 3, and 4 are hereby incorporated by reference herein. Filed as
exhibits hereto are the following opinions and consents:
<TABLE>
<CAPTION>
Exhibit Title
- ------- -----
<S> <C>
5.1 Restated Opinion of Orrick, Herrington & Sutcliffe, LLP
23.1 Consent of Richard A. Eisner & Company, LLP
23.2 Consent of Orrick, Herrington & Sutcliffe, LLP (Reference is made to
Exhibit 5.1)
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 5 to its Registration
Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 23rd day of
June, 1998.
Capital Growth Holdings, Ltd.
By: /s/ Ronald B. Koenig
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Ronald B. Koenig
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ------------------------------------ ------------
<S> <C> <C>
/s/ Ronald B. Koenig President, Chief June 23, 1998
- ------------------------- Executive Officer and Director
Ronald B. Koenig (Principal Executive Officer)
/s/ Michael S. Jacobs Senior Vice President, Secretary and June 23, 1998
- ------------------------- Treasurer (Principal Financial and
Michael S. Jacobs Accounting Officer)
/s/ Ronald B. Koenig* Director June 23, 1998
- -------------------------
Stanley Hollander
/s/ Ronald B. Koenig* Director June 23, 1998
- -------------------------
Alan L. Jacobs
</TABLE>
- ------------
*As attorney-in-fact
[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
June 23, 1998
Capital Growth Holdings, Ltd.
660 Steamboat Road
Greenwich, Connecticut 06830
Gentlemen:
You have requested our opinion, as counsel for Capital Growth
Holdings, Ltd., a Delaware corporation (the "Company"), in connection with the
registration statement on Form SB-2 (File No. 333-37879), as amended (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), filed by the Company with the Securities and Exchange Commission (the
"SEC").
The Registration Statement relates to the public offering by
certain selling security holders (the "Selling Securityholders") of up to
4,720,980 shares (the "Shares") of common stock, $.001 par value per share (the
"Common Stock"), of the Company.
We have examined such instruments, documents, records and
certificates which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In the course of our examination, we have assumed the
following: (i) the authenticity of all documents submitted to us as original
documents and the genuineness of all signatures, (ii) the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and (iii) the truth, accuracy and completeness of the
information, representations and warranties contained in the instruments,
documents, records and certificates we have reviewed. As to certain factual
matters, we have relied upon information furnished to us by officers of the
Company.
Based on the foregoing examination and solely in reliance
thereon, we are of the opinion that the Shares to be sold by the Selling
Securityholders have been duly authorized and, when issued and paid for as
contemplated by such Registration Statement, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name wherever it appears in
said Registration Statement, including the Prospectus constituting a part
thereof, as originally filed or as subsequently amended
<PAGE>
Capital Growth Holdings, Ltd.
June 23, 1998
Page 2
or supplemented. In giving such consent, we do not consider that we are
"experts", within the meaning of such term as used in the Act or the rules and
regulations of the SEC issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
We disclaim any obligation to update this opinion letter for
events occurring or coming to our attention after the date hereof.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation in this Registration Statement on Form SB-2
Amendment No. 5 (Registration No. 333-37879) of our report dated February 4,
1998 (with respect to Note H March 26, 1998 and Note N March 28, 1998) on our
audit of the financial statements of Capital Growth Holdings, Ltd. (the
"Company"), as of December 31, 1997 and for the year ended December 31, 1997 and
for the period February 26, 1996 (inception) through December 31, 1996 included
in the amendments Nos. 2, 3 and 4 and our report dated February 22, 1997 (with
respect to Notes A and B, March 14, 1997 and Notes D(3) and L, March 27, 1997)
on the audit of the financial statements of the Company as of December 31, 1996
and for the period February 26, 1996 (inception) through December 31, 1996
included in amendment No. 1.
/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
New York, New York
June 23, 1998
