As filed with the U.S. Securities and Exchange Commission on July 24, 1996
Securities and Exchange Commission
Washington D.C. 20549
FORM S-3/Amendment 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File No. 0-19015
ICIS MANAGEMENT GROUP, INC.
(Formerly Alter Sales Co., Inc.)
FLORIDA 59-0791065
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
5050 N. Federal Highway, Lighthouse Point, FL 33064
(address of principal executive office) (zip code)
Issuer's telephone number: (305) 426-3400
Agent for Service at above address: James W. Nearen, President
Approximate date of commencement of proposed sale to Public: July 24, 1996
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<CAPTION>
Calculation of Registration Fee
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Title of Securities Amount of Shares Proposed Maximum Proposed Amount
Securities to be to be Registered Offering Price Maximum of Fee
Registered Per Share(1) Aggregate Offering
Price(1)
<S> <C> <C> <C> <C>
$.004 par value
Common Stock 3,000,000 $.25 $625,000 $258.62(1)
TOTALS 3,000,000 $625,000 $258.62(2)
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Total No. of Pages: 19 Exhibit Index on Page: 10
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(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to Rule 457(g) under the Securities Act of 1933 and is
calculated on the basis of the highest price at which the warrants described
herein may be exercised.
(2) The expenses associated with this registration statement include the
registration fees, bank wire fees, fees payable to Nasdaq of $.01 per share or
$7500 maximum and negligible costs of mailing.
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Notice of Withdrawal of Registration Statement
ICIS Management Group, Inc. (the "Registrant" or the "Company") is electing
to withdraw the Form S-3 Registration Statement filed on July 24, 1996. This
election is based upon discussions with the staff of the Office of Small
Business Policy within the Division of Corporate Finance who have advised the
Registrant of their belief that it is not eligible to utilize Form S-3.
On June 10, 1996, the Registrant was advised by another office within the
Division of Corporate Finance that its eligibility to utilize Form S-3 would be
restored upon the filing of a financial data schedule supplement to the Form
10-QSB filed by the Company for the period ended March 31, 1996. The Company
promptly took the requested action and, thereafter, proceeded to file the Form
S-3. Notwithstanding these facts, the Office of Small Business Policy has now
determined that an eligibility defect caused by a late filing of any required
periodic report cannot be waived by the Division of Corporate Finance and, thus,
cannot be cured. Therefore, the Company has determined that the best course of
action is to withdraw the Form S-3.
Dated: September 23, 1996
ICIS Management Group, Inc.
/s/ James W. Nearen
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James W. Nearen, President and CEO
Agent for Service
