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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SKYMALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
NEVADA 5961 86-0651100
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
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1520 EAST PIMA STREET
PHOENIX, ARIZONA 85034
(602) 254-9777
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ROBERT M. WORSLEY
PRESIDENT
SKYMALL, INC.
1520 EAST PIMA STREET
PHOENIX, ARIZONA 85034
(602) 254-9777
(Name, address, including zip code, and telephone number, including zip code, of
agent for service)
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Copies to:
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<S> <C>
CHRISTOPHER D. JOHNSON, ESQ. RUBI FINKELSTEIN, ESQ.
SQUIRE, SANDERS & DEMPSEY L.L.P. ORRICK, HERRINGTON & SUTCLIFFE LLP
40 NORTH CENTRAL AVENUE 666 FIFTH AVENUE
PHOENIX, ARIZONA 85004 NEW YORK, NEW YORK 10103
(602) 528-4000 (212) 506-5000
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APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] No. 333-14539
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER SECURITY PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock ($.001 par value)...................... 24,000 $8.00 $192,000 $59
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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 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 I
Sky Mall, Inc. (the "Company") previously filed with the Securities and
Exchange Commission a Registration Statement on Form S-1 on October 21, 1996, as
amended by Amendment No. 1, filed November 7, 1996, Amendment No. 2 filed
November 26, 1996, Amendment No. 3, filed December 4, 1996, and Amendment No. 4,
filed December 9, 1996 (collectively, the "Form S-1") (SEC File No. 333-14539),
relating to the offering by the Company of up to 2,000,000 shares of the
Company's Common Stock, par value $.001 per share (2,300,000 if the
overallotment option is exercised in full). The contents of the Form S-1,
including the Rule 424(b) Prospectus filed thereunder, are incorporated herein
by reference.
PART II
ITEM 16. EXHIBITS
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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5 Opinion re: legality of the securities being registered
23.1 Consent of Accountants
23.2 Consent of Counsel (see Exhibit 5)
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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-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on December 11, 1996.
Sky Mall, Inc.
By: /s/ Robert M. Worsley
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Robert M. Worsley
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Name and Signature Title Date
- ---------------------------------- ---------------------------- -------------
<S> <C> <C>
/s/ Robert M. Worsley Chief Executive Officer and December 11, 1996
- ---------------------------------- Director
Robert M. Worsley (Principal executive officer)
/s/ David A. Wirthlin Vice President and Chief December 11, 1996
- ---------------------------------- Financial Officer
David A. Wirthlin (Principal financial and
accounting officer)
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EXHIBIT 5
SQUIRE, SANDERS & DEMPSEY
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, AZ 85004
December 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: SKYMALL, INC.
Ladies and Gentlemen:
We have acted as counsel to SkyMall, Inc., a Nevada corporation (the
"Company"), in connection with its Registration Statement on Form S-1 (the
"Registration Statement") filed under the Securities Act of 1933 relating to the
registration of 24,000 shares of its Common Stock, $.001 par value (the
"Shares").
In that connection, we have examined such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and the
Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Nevada.
2. The Shares, when issued, will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SQUIRE, SANDERS & DEMPSEY L.L.P.
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EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our firm included in or made part of this registration
statement.
Arthur Andersen LLP
Phoenix, Arizona,
December 11, 1996
