<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1997.
Registration No. 333-12035
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
AMENDMENT NUMBER TWO TO THE REGISTRATION STATEMENT ON FORM S-3
Under
THE SECURITIES ACT OF 1933
SPATIALIZER AUDIO LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 3698 95-4484725
------------------------ --------------------------------- ----------------
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>
20700 Ventura Boulevard, Suite 134
Woodland Hills, California 91364
(818) 227-3370
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Steven D. Gershick, Chief Executive Officer and President
Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 134
Woodland Hills, California 91364
(818) 227-3370
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Margaret G. Graf, Esq.
Brand Farrar Dziubla Freilich & Kolstad, LLP
515 South Flower Street, Suite 3500
Los Angeles, California 90071-2201
(213) 228-0288
Direct Dial: (213) 426-6260
<PAGE> 2
Approximate date of commencement of proposed sale to public: As soon as
practicable 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. /X/
If this Form is 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price Per Aggregate Offering Registration Fee
Registered Share Price (2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 5,924,707 (2) (2) $6,638
</TABLE>
(1) This Registration Statement relates to the resale of 4,082,907 shares of
Common Stock issued prior to the filing date hereof and the resale of up to
1,841,800 shares of Common Stock issuable on the exercise of currently
outstanding Options and Warrants.
(2) Pursuant to Rule 457(c), the fee calculation is based on the average of
the high and low prices of the Registrant's Shares on the Small Capital Company
listings of the National Association of Securities Dealers Automated Quotation
system on April 21, 1997. The Registrant paid fees of $6,093 on 4,416,907
shares offered in the Registration Statement on Form S-3 which was originally
filed on September 13, 1996 (calculated based a proposed maximum offering price
per share of $4.00, the average of the high and low prices of the Registrant's
shares on the Small Capital Company listings of the National Association of
Securities Dealers Automated Quotation system on August 16, 1996) of which
4,269,907 shares were offered in Amendment Number One to the Registration
Statement on Form S-3 which was effective on November 15,1996. Therefore, with
this Amendment Number Two, the Registration Fee is an additional $545
(calculated based on the additional number of shares to be registered,
5,924,707-4,269,907= 1,654,800 shares at a proposed maximum offering price per
share of $0.95) .
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
<PAGE> 3
PURPOSE OF AMENDMENT AND STATEMENT REGARDING DOCUMENTS INCORPORATED BY
REFERENCE
This Amendment Number Two is filed as an amendment to a prior Registration
Statement on Form S-3 (Registration no.333-12035 originally filed on September
13, 1996 and amended by Amendment Number One filed on November 15, 1996) and
incorporates by reference the Registrant's Registration Statement on Form S-3.
This Amendment Number Two has been filed to restate and modify the list of
Selling Stockholders to add (i) persons who acquired shares of Common Stock in
a private placement dated March 7, 1997, (ii) certain persons who have acquired
Common Stock on exercise of related warrants, and (iii) shares of Common Stock
held by persons who did not elect to be listed as Selling Stockholders when the
Registration Statement was filed. All filings with the Securities and Exchange
Commission subsequent to the November 15, 1996 Form S-3 filing are Incorporated
by Reference, except that the list of Selling Stockholders is amended as set
forth herein.
<PAGE> 4
SELLING STOCKHOLDERS
The shares of Common Stock offered hereunder are to be offered
for sale, from time to time, by persons acquiring them in private placements
since the Domestication Transaction or who have or may acquire the shares on
exercise, from time to time, of Warrants or Options held by them.
The following tables set forth the names and addresses of each
of the Listed Selling Stockholders (other than officers and directors),
indicates their relationship to the Company or its predecessors and specifies
security ownership at March 31, 1997 before and after giving effect to the sale
of common stock registered hereunder.
<TABLE>
<CAPTION>
PERCENTAGE
OWNERSHIP
SECURITIES TO BE AFTER
PERCENTAGE RETAINED, IF ALL OFFERING, IF ALL
OWNERSHIP REGISTERED REGISTERED
NAME AND CATEGORY OF SHARES SHARES BEFORE SECURITIES ARE SECURITIES ARE
RELATIONSHIP BENEFICIALLY OWNED (1) OFFERED OFFERING (2) SOLD SOLD (2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carlo Civelli Shares - 2,430,078 187,500 2,242,578
Director (3) Escrow - 1,390,880 0 1,390,880
Warrants - 0 0 0
Option - 150,000 100,000 50,000
Total - 3,970,958 287,500 17.2 3,683,458 16.0
Stephen W. Desper Shares - 5,369 5,369
Director Escrow - 1,929,676 1,929,676
Option - 73,800 23,800 50,000
Total - 2,008,845 8.7 1,985,045 8.6
David Foster Shares - 52,500 52,500
Director Escrow - 100,000 100,000
Option - 150,000 100,000 50,000
Total - 302,500 1.3 202,500 *
</TABLE>
Page 1
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Steven D. Gershick Shares - 0 0
Director, Escrow - 843,144 843,144
Chief Executive Officer Option - 183,000 83,000 100,000
Total - 1,026,144 4.5 943,144 4.1
Gerald E. Mullen Shares - 0 0
Escrow - 193,112 193,112
Option - 100,000 100,000 0
Total - 293,112 1.3 193,112 *
James D. Pace Shares - 20,000 20,000
Director Escrow - 126,997 126,997
Option - 130,000 80,000 50,000
Total - 276,997 1.2 196,997 *
William E. Whitlock Shares - 0 0
Escrow - 157,495 157,495
Option - 22,000 22,000 0
Total - 179,495 * 157,495 *
Jeffrey C. Evans Shares - 20,000 20,000
Escrow - 84,497 84,497
Option - 30,000 30,000 0
Total - 134,497 * 104,497 *
</TABLE>
Page 2
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Wendy M. Guerrero Shares - 9,500 9,500
Escrow - 50,000 50,000
Option - 32,500 20,000 12,500
Total - 92,000 * 72,000 *
William N. Craft Shares - 0 0
Escrow - 175,000 175,000
Option - 35,000 35,000 0
Total - 210,000 * 175,000 *
ABN-AMRO Bank Shares - 215,000
Talstrasse 41 Warrant- 12,500
8022 Zurich Total - 227,500 227,500 1.0 None None
Switzerland
VPB Finanz AG Shares - 3,000
Talstrasse 83 Warrant- 0
8023 Zurich, Total - 3,000 3,000 * None None
Switzerland
Verwaltungs-Und Shares - 38,800
Privatbank AG Warrant- 60,000
Vaduz, Liechtenstein Total - 98,800 98,800 * None None
Union Bank of Switzerland Shares - 60,000
8021 Zurich Warrant- 42,500
Switzerland Total - 102,500 102,500 * None None
Romofin AG Shares - 195,000
Burglestrasse 6 Warrant- 52,500
8027 Zurich Total - 247,500 247,500 1.1 None None
Switzerland
</TABLE>
Page 3
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Royal Bank of Scotland Shares - 42,400
Talstrasse 82 Warrant- 7,500
8001 Zurich Total - 49,900 49,900 * None None
Switzerland
Bank Sarasin & CIE Shares - 463,000
Loewenstrasse 11 Warrants - 44,000
8001 Zurich Total - 507,000 507,000 2.2 None None
Switzerland
Victoria Finance Ltd. Shares - 62,500
Sir Walter Raleigh House Warrants - 0
The Esplanada Total - 62,500 62,500 * None None
St. Helier,
Channel Islands
Govett American Small Companies Shares - 187,500
Trust Warrants - 0
c/o Royal Banking Total - 187,500 187,500 * None None
Canada
Royal Bank Plaza
Toronto, Ontario
CANADA M5J255
David Trudeau Shares - 27,500
801 South Main Street Warrants - 0
Burbank, CA Total - 27,500 27,500 * None None
ROYTOR Shares - 66,750
Royal Bank Plaza Warrants - 12,000
Toronto, Ontario Total - 78,750 78,750 * None None
CANADA M5J215
</TABLE>
Page 4
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Brandt Investments Shares - 106,250
Royal Trust Tower Warrants - 0
P.O. Box 7500 Stn. A Total - 106,250 106,250 * None None
Toronto, Ontario
CANADA M5W142
TORBAY Shares - 104,750
5 King Street W.A. Warrants - 1,500
6th Floor Total - 106,250 106,250 * None None
Toronto, Ontario
CANADA M5K1A2
RBC Dominion Securities Shares - 90,000
Commerce Court South Warrants - 0
Toronto, Ontario Total - 90,000 90,000 * None None
CANADA M5L1A7
Yorkton Securities, Inc. Shares - 360,000
1000-1055 Dunsmuir St. Warrants - 177,500
Vancouver, Total - 537,500 537,500 2.3 None None
British Columbia
CANADA V7X1L4
Rene Simon Shares - 107,567
Kuttelgasse 4 Warrants - 0
8001 Zurich Total - 107,567 107,567 * None None
Switzerland
ML Small Cap Fund Shares - 75,000
1 Place Ville Marie Warrants - 0
Suite. 3601 Total - 75,000 75,000 * None None
Montreal, Quebec
CANADA H3B3D2
</TABLE>
Page 5
<PAGE> 9
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
COOP BANK BASEL Shares - 100,000
Aerschenplatz 3 Warrants - 50,000
8002 Basel Total - 150,000 150,000 * None None
Switzerland
MAERKI BAUMANN Shares - 83,500
& CO., AG Warrants - 41,750
Drekonigstrasse 8 Total - 125,250 125,250 * None None
8022 Zurich
Switzerland
AFFIDA BANK Shares - 28,500
Post Fach 5274 Warrants - 14,250
8022 Zurich Total - 42,750 42,750 * None None
Switzerland
EAGLE CAPITAL LTD. Shares - 150,000
Leonhardshalde 21 Warrants - 75,000
8025 Zurich, Total - 225,000 225,000 1.0 None None
Switzerland
FINSBURY TECHNOLOGY TRUST PLC Shares - 50,000
Alderman's House Warrants - 25,000
Alderman's Walk Total - 75,000 75,000 * None None
London ECZM SXR
HENRY PLATT Shares - 45,000
825 Fifth Avenue Warrants - 22,500
New York, New York Total - 67,500 67,500 * None None
10021 USA
</TABLE>
Page 6
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
WILLIAM PITT Shares - 35,000
Living Trust Warrants - 17,500
920 Tangier Avenue Total - 52,500 52,500 * None None
Palm Beach, Florida
33480-3518 USA
A. ALFRED TAUBMAN RESTATED Shares - 70,000
REVOCABLE TRUST Warrants - 35,000
200 East Longlake Road Total - 105,000 105,000 * None None
P.O. Box 200
Bloomfield Hills, MI
48303-0200 USA
MARK BRENNAN Shares - 2,443
c/o Tokenhouse Capital Warrants - 0
& Research Inc. Total - 2,443 2,443 * None None
137 St. Pierre Street
Suite P-105
Montreal, Quebec
CANADA H2Y 3TS
SCOT LAND Shares - 5,947
7214 - 237th Ave., N.E. Warrants - 0
Redmond, Washington 98053 Total - 5,947 5,947 * None None
JONATHON ARMSTRONG Shares - 240,000
220 Bush #660 Warrants - 120,000
San Francisco, CA 94104 Total - 360,000 360,000 1.6 None None
USA
CENTRUM BANK AG Shares - 370,000
Heiligkreuz 8, FL-9490 Warrants - 185,000
Vaduz Switzerland Total - 555,000 555,000 2.4 None None
</TABLE>
Page 7
<PAGE> 11
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
RUSH & CO. Shares - 60,000
New York Warrants - 30,000
Total - 90,000 90,000 * None None
EGGER & CO. Shares - 40,000
Warrants - 20,000
Total - 60,000 60,000 * None None
HARE & CO. Shares - 150,000
P.O. Box 11203, Warrants - 75,000
New York, New York 10249 Total - 225,000 225,000 1.2 None None
MR. ROLAND INDERBIZIN Shares - 15,000
Chliwisstrasse 30 Warrants - 7,500
8142 Uitikon, Switzerland Total - 22,500 22,500 * None None
MR. ROLF ALBRECHT Shares - 15,000
Hoehenstrasse 9 Warrants - 7,500
8954 Geroldswil, Switzerland Total - 22,500 22,500 * None None
CUDD & CO. Shares - 185,000
1 Chase Manhattan Plaza Warrants - 92,500
New York, New York 10081 Total - 277,500 277,500 1.2 None None
BROWN BROTHERS HARRIMAN & CO. Shares - 15,000
Securities Dept., 59 Wall Street Warrants - 7,500
New York, New York 10005 Total - 22,500 22,500 * None None
PREFERRED TECHNOLOGY, INC. Shares - 0
220 Montgomery St., Suite777 Warrants - 12,000
San Francisco, CA 94104 Total - 12,000 12,000 * None None
</TABLE>
Page 8
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
LAKE & CO. Shares - 30,000
Toronto Securities Services Warrants - 0
Centre, B-1 Level Total - 30,000 30,000 * None None
First Canadian Place
Toronto, Ontario M5X 1A1
---------- ---------- ---------- ---------- ----------
Totals - 13,637,955 5,924,707 59.2% 7,713,248 33.5%
========== ========== ========== ========== ==========
</TABLE>
_________________
(1) Includes Escrowed Performance Shares of Common Stock.
(2) Denominator includes all shares reserved for issuance on exercise of
Options and Warrants.
(3) Clarion Finanz AG is a non-reporting investment company controlled by
Carlo Civelli. Holdings of Mr. Civelli and Clarion Finanz AG are combined, and
include all shares of the Company held of record or beneficially by either, and
all additional shares over which either currently exercises full or partial
control, without duplication through attribution.
* Denotes less than 1% ownership.
Page 9
<PAGE> 13
ITEM 14. EXHIBITS
2.1* Desper-Spatializer Reorganization Agreement dated January 29, 1992.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
2.2* Arrangement Agreement dated as of March 4, 1994 among
Spatializer-Yukon, DPI and Spatializer-Delaware. (Incorporated by
reference to the Registrant's Registration Statement on Form S-1,
Registration No. 33-90532, effective August 21, 1995.)
3.1* Certificate of Incorporation of Spatializer-Delaware as filed February
28, 1994. (Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-90532, effective August 21,
1995.)
3.2* Amended and Restated Bylaws of Spatializer-Delaware. (Incorporated by
reference to the Registrant's Registration Statement on Form S- 1,
Registration No. 33-90532, effective August 21, 1995.)
4.1* Form of Subscription Agreement for August 1994 Private Placement.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
4.2* Form of Subscription Agreement for November 1994 Private Placement.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
4.3* Form of Spatializer-Yukon Incentive Stock Option Agreement.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
4.4* Spatializer-Delaware Incentive Stock Option Plan (1995 Plan).
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
4.5* Performance Share Escrow Agreements dated June 22, 1992 among Montreal
Trust Company of Canada, Spatializer-Yukon and certain shareholders
with respect to escrow of 2,181,048 common shares of
Spatializer-Yukon. (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, Registration No. 33-90532,
effective August 21, 1995.)
4.6* Spatializer-Delaware 1996 Incentive Plan (Incorporated by reference to
the Registrant's Proxy Statement dated June 25, 1996 and previously
filed with the Commission.)
4.7* Form of Subscription Agreement for 1995 Private Placements.
4.8* Form of Subscription Agreement and Warrant Agreement for March 7, 1997
Private Placement.
4.9* Modification Agreement for Escrowed Performance Shares.
5.1 Opinion of Brand Farrar Dziubla Freilich & Kolstad, LLP concerning
legality of unissued securities subject to registration.
10.1*** License Agreement dated June 29, 1994 between DPI and MEC.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
<PAGE> 14
10.2*** License Agreement dated November 11, 1994 between DPI and ESS.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
10.3* License Agreement dated June 10, 1994 between Joel Cohen and DPI.
(Incorporated by reference to the Registrant's Registration Statement
on Form S-1, Registration No. 33-90532, effective August 21, 1995.)
10.4* Real Property Lease for executive offices in Woodland Hills,
California (effective April 7, 1995). (Incorporated by reference to
the Registrant's Registration Statement on Form S-1, Registration No.
33-90532, effective August 21, 1995.)
10.5* Employment Agreement between DPI and Stephen Desper dated December 16,
1991. (Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-90532, effective August 21,
1995.)
10.6* Employment Agreement between DPI and Steven Gershick dated December
16, 1991. (Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-90532, effective August 21,
1995.)
10.7* Employment Agreement between MDT and Irwin Zucker dated June 24, 1996.
(Incorporated by reference to the Registrant's Report on Form 8-K for
the event occurring on June 24, 1996.)
11.1* Computation of Loss Per Common Share.
21.1* Schedule of Subsidiaries of the Company.
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
__________________
* Previously filed.
** To be filed by amendment.
*** Portions subject to request for confidential treatment. The
confidential portions omitted have been filed separately with the
Commission.
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this post-effective Amendment No. 2 to its
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Los Angeles, State of
California on April 28, 1997.
SPATIALIZER AUDIO LABORATORIES, INC.
By: /s/ Steven D. Gershick
-----------------------------------
Name: Steven D. Gershick
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven D. Gershick Director, Chairman of the Board, April 28, 1997
---------------------------- President and Chief Executive
Steven D. Gershick Officer
* Director, Vice Chairman of the April 28, 1997
---------------------------- Board
Stephen W. Desper
/s/ Kathy Partch Acting Chief Financial Officer April 28, 1997
----------------------------
Kathy Partch
* Director April 28,1997
----------------------------
Carlo Civelli
* Director April 28, 1997
----------------------------
David Foster
* Director April 28, 1997
----------------------------
James D. Pace
* Director April 28, 1997
----------------------------
Jerold H. Rubinstein
*
---------------------------- Director April 28, 1997
Gilbert N. Segel
*By: /s/ Steven D. Gershick
---------------------------
Steven D. Gershick, Attorney-in-Fact
</TABLE>
<PAGE> 1
Exhibit 5.1 : Opinion of Brand Farrar Dziubla Freilich & Kolstad, LLP
April 23, 1997
Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 134
Woodland Hills, California 91364
Re: Spatializer Audio Laboratories, Inc.
Amendment Number Two to the
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Spatializer Audio Laboratories, Inc. (the
"Company"), in connection with the filing of the Company's Registration
Statement on Form S-3 (the "Registration Statement") and the Amendment Number
Two to that Registration Statement in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 5,934,707 shares of
Common Stock, par value $.01 per share (the "Shares"), being offered for resale
by certain stockholders of the Company.
As such counsel, we have examined such documents and records of the
Company as we deemed necessary as a basis for the opinion set forth herein, and
we are familiar with actions anticipated to be taken by the Company in
connection with the authorization and issuance of the Shares.
Based on such examination and subject to compliance with applicable
state securities laws, we are of the opinion that the Shares are or, when
issued by the Company in the manner described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BRAND FARRAR DZIUBLA
FREILICH & KOLSTAD, LLP
<PAGE> 1
Exhibit 23.1 : Consent of KPMG Peat Marwick LLP, independent certified public
accountants
The Board of Directors
Spatializer Audio Laboratories, Inc.:
We consent to the use of our reports incorporated herein by reference in the
registration statement.
KPMG Peat Marwick LLP
Los Angeles, California
April 24, 1997
