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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1997
REGISTRATION NO. 333-31153
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM SB-2 REGISTRATION STATEMENT
ON FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNIVERSAL SELF CARE, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 5999 95-4228470
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation)
11585 FARMINGTON ROAD
LIVONIA, MICHIGAN 48150
(313) 261-2988
(Address and telephone number of registrant's principal executive offices)
BRIAN D. BOOKMEIER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
11585 FARMINGTON ROAD
LIVONIA, MICHIGAN 48150
(313) 261-2988
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
PETER W. ROTHBERG, ESQ.
GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL
153 East 53rd Street
New York, New York 10022
(212) 801-9200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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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. /X/
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CALCULATION OF REGISTRATION FEE
(Not applicable.)
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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 the 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 II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A. EXHIBITS
3.1(a) Certificate of Incorporation of the Company. (1)
3.1(b) Certificate of Renewal of Charter of the Company. (1)
3.1(c) Certificate of Amendment of Charter of the Company. (3)
3.2 By-Laws of the Company. (3)
3.3 Certificate of Designations, Preferences and Relative,
Participating, Optional or other special rights of Series A Redeemable
Preferred Stock. (4)
3.4 Certificate of Designations, Preferences and Relative,
Participating, Optional or other special rights of Series B Convertible
Preferred Stock. (4)
4.1(a) Specimen Certificate of the Company's Common Stock. (2)
4.1(b) Specimen of Redeemable Common Stock Purchase Warrant. (5)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel. (6)
23.1 Consent of Feldman Radin & Co., P.C. (6)
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel
(included in Exhibit 5.1). (6)
23.3 Consent of Feldman Radin & Co., P.C.
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(1) Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form S-1 filed on August 3, 1992, SEC File
No. 33-50426.
(2) Incorporated by reference, filed as an exhibit to Amendment No. 1 to
the Registrant's Registration Statement Form S-1 filed on October 13,
1992.
(3) Incorporated by reference, filed as an exhibit to Amendment No. 2 to
the Registrant's Registration Statement on Form S-1 filed, on
November 10, 1992.
(4) Incorporated by reference, filed as an exhibit to the Registrant's
Current Report on Form 8-K, filed on April 19, 1995.
(5) Incorporated by reference, filed as an exhibit to Amendment No. 4 to
the Registrant's Registration Statement on Form S-1 filed on
December 4, 1992.
(6) Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form S-3 filed on July 11, 1997, SEC File
No. 333-31153.
B. FINANCIAL STATEMENT SCHEDULES
None required.
II-1
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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-3 and has fully caused this Post-Effective
Amendment to Form S-3 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Livonia, Michigan,
on the 2nd day of December, 1997.
UNIVERSAL SELF CARE, INC.
BY: /S/ BRIAN D. BOOKMEIER
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Brian D. Bookmeier, President 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.
SIGNATURE TITLE DATE
/s/ BRIAN D. BOOKMEIER President, Chief Executive Officer, December 2, 1997
- ---------------------- Acting Chief Financial and Chief
Brian D. Bookmeier Accounting Officer and Director
/s/ ALAN KORBY* Vice President and Director December 2, 1997
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Alan Korby
/s/ MATTHEW GIETZEN* Vice President and Director December 2, 1997
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Matthew Gietzen
/s/ EDWARD BUCHOLZ* Vice President and Director December 2, 1997
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Edward Leichter
/s/ STEVEN LEICHTER, M.D.* Director December 2, 1997
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Steven Leichter
/s/ JAMES LINESCH* Director
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James Linesch
*By: /s/ BRIAN D. BOOKMEIER
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Brian D. Bookmeier,
as Attorney-in-Fact
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EXHIBIT 23.3
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use and incorporation by reference in this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
(Post-Effective Amendment No. 2 to Form SB-2) of our report dated September
20, 1997 relating to the financial statements of Universal Self Care, Inc.
and Subsidiaries for the years ended June 30, 1997 and 1996. We also consent
to the reference to us under the heading "Experts" in the Prospectus
constituting part of the Registration Statement on Form S-3.
/s/ FELDMAN RADIN & CO., P.C.
FELDMAN RADIN & CO., P.C.
Certified Public Accountants
December 2, 1997
New York, New York
