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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
REGISTRATION NO. 33-81232
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 5
ON FORM S-3 TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COSMETIC GROUP U.S.A., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA
(STATE OR OTHER JURISDICTION 95-4040591
OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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11312 PENROSE STREET, SUN VALLEY, CALIFORNIA 91352, (818) 767-2889
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ALFRED E. BOOTH, JR., CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
COSMETIC GROUP U.S.A., INC.
11312 PENROSE STREET, SUN VALLEY, CALIFORNIA 91352, (818) 767-2889
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DAVID R. EANDI, ESQ.
ERVIN, COHEN & JESSUP
9401 WILSHIRE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90212
(310) 273-6333
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APPROXIMATE DATE OF PROPOSED SALE 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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This Post-Effective Amendment No. 5 on Form S-3 (the "Post-Effective
Amendment") is being filed to amend the Registration Statement on Form SB-2 (No.
33-81232), as amended (the "Registration Statement"), of Cosmetic Group U.S.A.,
Inc., a California corporation (the "Company"). The Registration Statement
covered an aggregate of 707,730 shares of Common Stock of the Company, of which
189,061 shares were being offered by the Company pursuant to outstanding
warrants (the "Warrant Shares") and 518,669 shares were being offered for sale
by certain selling shareholders (the "Selling Shareholder Shares").
The Selling Shareholder Shares consist of: (a) 160,749 shares of Common
Stock issued by the Company in a 1993 private placement; (b) 137,500 shares of
Common Stock issued by the Company in a private placement completed in April
1994; (c) 118,200 shares of Common Stock purchased by certain selling
shareholders from affiliates of the Company in April 1993; and (d) 102,220
shares of Common Stock issued by the Company upon the conversion of convertible
notes which were issued in a private placement completed in January 1994. The
Company is no longer required to maintain an effective registration statement
covering resales of the Selling Shareholder Shares, as all of the Selling
Shareholder Shares have either been sold pursuant to the Registration Statement
or Rule 144 under the Securities Act of 1933 ("Rule 144") or qualify for sale
pursuant to Rule 144 and may be sold under Rule 144 rather than pursuant to the
Prospectus which is a part of the Registration Statement. Accordingly, this
Post-Effective Amendment is being filed to withdraw the Selling Shareholder
Shares from the Registration Statement. The Registration Statement continues to
cover the sale by the Company of the Warrant Shares.
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SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 5 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sun Valley,
State of California, on October 16, 1996.
COSMETIC GROUP U.S.A., INC.
By: /s/ ALFRED E. BOOTH, JR.
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Alfred E. Booth, Jr., Chairman of
the Board
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