As Filed with the Securities and Exchange Commission on July 28, 1998.
Registration No. 333-18771
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Post-Effective Amendment No. 4(1)
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SYNETIC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-2975182
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
(201) 703-3400
(Address, including Zip Code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------------
Charles A. Mele, Esq.
Executive Vice President--General Counsel
Synetic, Inc.
669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
(201) 703-3400
(Name, address, including Zip Code, and telephone number, including area
code, of agent for service)
---------------------------
Copy to:
Creighton O'M. Condon, Esq.
Stephen T. Giove, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement.
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. |_|
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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1 Pursuant to Rule 401(e), this Post-Effective Amendment to Form S-3 amends
Registration Statement No. 333-18771.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 4 is being filed solely for the
purpose of removing from registration the shares of Common Stock par value $.01,
(the "Common Stock") of Synetic, Inc. (the "Company") offered hereby by certain
selling stockholders of the Company named herein (collectively, the "Selling
Stockholders") that remain unsold at the termination of this offering pursuant
to Item 512(a)(3) of Regulation S-K. The registration of the shares of the
Company's Common Stock hereby pursuant to this resale shelf-registration
statement was filed in connection with the acquisition of Avicenna Systems
Corporation by the Company pursuant to an Agreement and Plan of Merger, dated as
of December 23, 1996, among the Company, Synternet Acquisition Corp., Avicenna
Systems Corp. and certain other individuals named therein (the "Merger
Agreement"). Pursuant to the Merger Agreement, the Company was required to cause
the Registration Statement to remain effective until the earliest to occur of
(i) the sale of all Registered Shares (as defined in the Merger Agreement) by
the Selling Stockholders, (ii) the Parent Shares (as defined in the Merger
Agreement) being tradeable pursuant to Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"), or (iii) June 30, 1998. Consequently,
the Company is no longer required by the terms of the Merger Agreement to keep
the Registration Statement effective. At this time, 6,047 shares of Common Stock
registered pursuant to this Registration Statement remain unsold. The Company
hereby removes such shares from registration. This Post-Effective Amendment No.
4 does not contain a copy of the Prospectus or Part II included in the
Registration Statement as the sole purpose of this filing is to remove from
registration all of the shares of Common Stock offered hereby that remain unsold
pursuant to the Registration Statement.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Synetic, Inc., a corporation organized and existing under the
laws of the State of Delaware, 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 Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Borough of Elmwood
Park, State of New Jersey, on the 28th day of July, 1998.
SYNETIC, INC.
By /s/ Paul C. Suthern
------------------------------
Paul C. Suthern
Chief Executive Officer
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Paul C. Suthern Chief Executive Officer; Director
- ---------------------- (Principal Executive Officer) July 28, 1998
Paul C. Suthern
* Executive Vice President and Chief
- ---------------------- Financial Officer (Principal
Anthony Vuolo Accounting and Financial Officer) July 28, 1998
* Executive Vice President--General
- ---------------------- Counsel; Director July 28, 1998
Charles A. Mele
*
- ----------------------
James V. Manning Director July 28, 1998
*
- ----------------------
Thomas R. Ferguson Director July 28, 1998
*
- ----------------------
Mervyn L. Goldstein Director July 28, 1998
*
- ----------------------
Ray E. Hannah Director July 28, 1998
*
- ----------------------
Roger H. Licht Director July 28, 1998
3
<PAGE>
Signature Title Date
--------- ----- ----
- ------------------------
Bernard A. Marden Director July 28, 1998
*
- ------------------------
Herman Sarkowsky Director July 28, 1998
*
- ------------------------
Albert M. Weis Director July 28, 1998
*
- ------------------------
Martin J. Wygod Director July 28, 1998
*By /s/ Charles A. Mele July 28, 1998
----------------------
Charles A. Mele
Attorney-in-fact
4
