ZAMBA CORP
POS AM, 2000-12-11
COMPUTER COMMUNICATIONS EQUIPMENT
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As filed with the Securities and Exchange Commission on December 11, 2000

Registration No. 333-66999



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


LOGO

ZAMBA CORPORATION
(Formerly known as Racotek, Inc.)
(Exact name of registrant as specified in its charter)

DELAWARE 41-1636021
(State of Incorporation) (I.R.S. Employer Identification No.)

3033 Excelsior Blvd., Suite 200
Minneapolis, Minnesota 55416
(Address of principal executive offices)


Ian Nemerov
Secretary and General Counsel
Zamba Corporation
3033 Excelsior Blvd., Suite 200
Minneapolis, Minnesota 55416
(612) 832-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)





DEREGISTRATION OF SECURITIES

    The 4,957,937 shares of common stock, par value of $0.01, (the "Shares"), of Zamba Corporation (the "Company") registered on the Registration Statement on Form S-3 (File No. 333-66999) (the "Registration Statement") were issued as follows: (a) 2,337,992 Shares, notes with an aggregate principal value of $2,161,674.82 which are convertible into Shares at their current market value, and warrants to purchase 462,247 Shares at an exercise price of $0.0066623 per Share, were issued in connection with the Company's merger with QuickSilver Group, Inc. ("QuickSilver") (the "Merger"), and (b) 1,000,000 shares of Series A Junior Participating Preferred Stock, which are convertible into 1,000,000 Shares, were issued and sold in a private placement. Pursuant to these transactions, the Company agreed to register the Shares under the Securities Act of 1933, as amended (the "Securities Act") and use its best efforts to cause the registration statement covering the Shares to remain effective until such time as the holders of the Shares may sell the Shares without registration Pursuant to Rule 144 under the Securities Act. As of the date hereof, each of the holders may sell the Shares without registration pursuant to Rule 144 under the Securities Act, subject to compliance with the requirements set forth therein. Accordingly, the Company hereby amends the Registration Statement to withdraw from registration all 4,957,937 Shares under the Registration Statement.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on December 8, 2000.

    ZAMBA CORPORATION
 
 
 
 
 
BY
 
 
 
/s/ 
DOUG HOLDEN   
Doug Holden
President and Chief Executive Officer

POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Doug Holden and Ian Nemerov or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

    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/ DOUG HOLDEN   
Doug Holden
  President and Chief Executive Officer and Director (Principal Executive Officer)   December 8, 2000
 
/s/ 
MICHAEL H. CARREL   
Michael H. Carrel
 
 
 
Chief Financial Officer (Principal Financial and Accounting Officer)
 
 
 
December 8, 2000
 
 
/s/ 
PAUL D. EDELHERTZ   
Paul D. Edelhertz
 
 
 
 
 
Director
 
 
 
 
 
December 8, 2000
 
 
/s/ 
JOSEPH B. COSTELLO   
Joseph B. Costello
 
 
 
 
 
Director
 
 
 
 
 
December 8, 2000
 
 

 
 
 
 
 
 
 
 
 
 
 
 

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/s/ 
DIXON R. DOLL   
Dixon R. Doll
 
 
 
 
 
Director
 
 
 
 
 
December 8, 2000
 
 
/s/ 
JOHN OLSEN   
John Olsen
 
 
 
 
 
Director
 
 
 
 
 
December 8, 2000
 
 
/s/ 
SVEN A. WEHRWEIN   
Sven A. Wehrwein
 
 
 
 
 
Director
 
 
 
 
 
December 8, 2000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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SIGNATURES
POWER OF ATTORNEY


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