AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
REGISTRATION NO. 333-25307
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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INFINITE MACHINES CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1490422
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
300 Metro Center Boulevard
Warwick, Rhode Island 02886
(401) 737-7900
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
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Clifford G. Brockmyre
President
300 Metro Center Boulevard
Warwick, Rhode Island 02886
(401) 737-7900
(Name, Address, Including Zip Code, and
Telephone Number, Including Area
Code, of Agent for Service) Please
send copies of all correspondence
to:
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022-2605
Telephone No. (212) 838-5030
Fax No. (212) 838-9190
<PAGE>
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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If the only securities being registered on this Form are to be 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|.
2
<PAGE>
Item 16. Exhibits
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP as to
legality of the securities being registered.**
23.1 Consent of Freed Maxick Sachs & Murphy, PC*
23.3 Consent of Morse, Zelnick, Rose & Lander, LLP
(included in Exhibit 5.1)
25.1 Power of Attorney**
- ----------
* Filed herewith.
** Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Incline Village, Nevada
on the 2nd day of July, 1997.
INFINITE MACHINES CORP.
By:/s/ Carle C. Conway
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Carle C. Conway, Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carle C. Conway, Kenneth S. Rose, or
either one 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 pre- or 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in he
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Carle C. Conway Director, Chairman of the Board July 2, 1997
- ---------------------------- and Chief Executive Officer
Carle C. Conway
* Director, President July 2, 1997
- ---------------------------- and Chief Operating Officer
Clifford G. Brockmyre
* Principal Financial July 2, 1997
- ---------------------------- and Accounting Officer
Daniel T. Landi
* Director July 2, 1997
- ----------------------------
Robert J. Sherwood
* Director July 2, 1997
- ----------------------------
Michael Smith
* By: /s/ Carle C. Conway
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Carle C. Conway,
Attorney in fact
II-2
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in Amendment Number
1 to the Registration Statement on Form S-3 (File No. 333-25307) of our report,
dated April 1, 1997, except for Note 18 which is dated May 21, 1997, which
appears in the annual report on Form 10-KSB, as amended, of Infinite Machines
Corp. for the year ended December 31, 1996.
/s/ FREED, MAXICK, SACHS & MURPHY, PC
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FREED, MAXICK, SACHS & MURPHY, PC
July 2, 1997
Buffalo, New York
