<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1996
Registration Statement No. 33-63879
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ACTV, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 4894 94-2907258
- --------------------------------------------------------------------------------
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code)
organization)
1270 Avenue of the Americas
New York, New York 10020
(212) 262-2570
---------------------
(Address, including zip code and telephone
number, including area code, of Registrant's
principal executive offices)
WILLIAM C. SAMUELS
President
ACTV, INC.
1270 Avenue of the Americas
New York, New York 10020
(212) 262-2570
(Name, address, including zip code and telephone number, including area code,
of agent for service)
---------------------
Copies To:
JAY M. KAPLOWITZ, ESQ.
Gersten, Savage, Kaplowitz & Curtin, LLP
575 Lexington Avenue
New York, New York 10022
(212) 752-9700
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement and from
time to time.
---------------------
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, 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. [ ]
<PAGE>
<PAGE>
[LETTERHEAD OF ACTV, INC. LETTERHEAD]
July 30, 1996
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
ATTENTION: FILING DESK
RE: ACTV, INC.
REGISTRATION STATEMENT ON FORM S-1
SEC FILE NUMBER 33-63879
Dear Sir/Madame:
On behalf of ACTV, Inc., a Delaware corporation (the 'Company'), we hereby
de-register the unsold shares of common stock which are registered pursuant to
this registration statement. In connection therewith, please note the following:
(i) This registration statement (File No. 33-63879) relates to
2,500,000 shares of the Company's common stock (the 'Company
Shares') which were registered on behalf of the Company, and
3,850,000 shares of the Company's common stock (the 'Security
Holder Shares') which were registered on behalf of selling
security holders of the Company;
(ii) 450,000 Company Shares have been sold to date;
(iii) 29,500 Security Holder Shares have been sold to date;
(iv) We would like to de-register the unsold registered shares, which
are comprised of 2,050,000 Company Shares and 3,820,500 Security
Holder Shares.
It is the opinion of the Company's management that this offering is no
longer viable due to various changing market factors.
If you have any comments or questions, please contact Company counsel at
(212) 752-9700.
Very truly yours,
/S/ WILLIAM C. SAMUELS
......................................
WILLIAM C. SAMUELS
PRESIDENT, ACTV, INC.
2
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized in the City
of New York and State of New York on the 30th day of July, 1996.
ACTV, INC.
By: /s/ William C. Samuels
--------------------------------------
William C. Samuels
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 3 to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William C. Samuels
- --------------------------- Chairman of the Board, President, July 30, 1996
William C. Samuels Chief Executive Officer and Director
/s/ David Reese
- ---------------------------- Director and Executive Vice-President July 30, 1996
David Reese and President -- ACTV Entertainment, Inc.
- ------------------------------ Director, Executive Vice President -- July , 1996
Bruce Crowley Distance Learning and President - ACTV,
Interactive, Inc.
/s/ Christopher Cline
- ------------------------------ Vice President, Chief Financial Officer July 30, 1996
Christopher C. Cline and Secretary
- ------------------------------ Director July , 1996
William A. Frank
/s/ Steven W. Schuster
- ------------------------------ Director July 30, 1996
Steven W. Schuster
*
- ------------------------------ Director July 30, 1996
Richard Hyman
*By: /s/ William C. Samuels
-----------------------
William C. Samuels
Attorney-in-fact
</TABLE>
Statement of Differences
The registered trademark symbol shall be expressed as ........ 'r'
The trademark symbol shall be expressed as ................... 'tm'
<PAGE>
