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As filed with the Securities and Exchange Commission on August 28, 2000.
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1 MEF REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SPATIALIZER AUDIO LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 3698 95-4484725
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(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
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20700 Ventura Boulevard, Suite 140
Woodland Hills, California 91364
(818) 227-3370
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Henry R. Mandell, Chief Executive Officer
Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 140
Woodland Hills, California 91364
(818) 227-3370
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Margaret G. Graf, Esq.
Brand Farrar & Buxbaum LLP
515 South Flower Street, Suite 3500
Los Angeles, California 90071-2201
(213) 228-0288
Direct Dial: (213) 426-6260
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(cover cont'd)
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this registration statement.
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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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. [X]
Pursuant to that Amendment No. 1 to Form S-3 on Form S-1 Registration Statement
(Reg. Statement No. 333-30308) under the Securities Act of 1933 (the "1933
Act")as filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on April 17, 2000, and that prospectus (the "Prospectus") filed
pursuant to Rule 424(b)(3) under the 1933 Act as filed as filed with the
Commission on May 1, 2000.
If this Form is post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act of
1933 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
Proposed
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Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Registration
Registered Registered(1) Per Share(1) Price(1) Fee(1)(2)
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<S> <C> <C> <C> <C>
Common Stock, 611,786 $.12 and $.56 $250,200 $112.96
$.01 par value
per share
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(1) This Form S-1 MEF Registration Statement relates to the registration of an
additional 611,786 shares of the Common Stock of the Registrant in addition to
those 6,197,636 shares of Common Stock previously registered for resale under
Amendment No. 1 to Form S-3 on Form S-1 Registration Statement (Reg. Statement
No. 333-30308) (the "Previous Registration Statement") under the 1933 Act as
filed by the Registrant with the Commission on April 17, 2000, and the
Prospectus pursuant to Rule 424(b)(3) under the 1933 Act as filed by the
Registrant with the Commission on May 1, 2000. The Registration Fee is
calculated based on 210,000 shares of Common Stock underlying warrants
(the "Warrants") issued in connection with $210,000 in various loans made to the
Registrant, which are exercisable at $.12 per share, and 401,786 shares of
Common Stock underlying a $225,000 convertible note (the "Convertible Note"),
with a conversion rate of $.56 per share. This amendment is being filed
exclusively to register the shares of Common Stock underlying the Warrants and
the Convertible Note, all of which contained certain
<PAGE> 3
registration rights and which were not included in the Previous Registration
Statement and Prospectus.
(2) Pursuant to Rule 457(c), the fee calculation is based on the average of the
bid and ask price of the Registrant's Shares on the OTC Bulletin Board on August
25, 2000.
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INCORPORATION BY REFERENCE
Registrant hereby incorporates by reference that Amendment No. 1 to Form
S-3 on Form S-1 Registration Statement (Reg. Statement No. 333-30308) (the
"Previous Registration Statement") under the 1933 Act as filed by the Registrant
with the Commission on April 17, 2000, and the Prospectus filed pursuant to Rule
424(b)(3) under the 1933 Act as filed as filed by the Registrant with the
Commission on May 1, 2000.
SELLING STOCKHOLDERS
The additional shares of Common Stock offered hereunder are to be
offered for resale, from time to time, by persons, from time to time, who may
acquire the shares on exercise of warrants or the conversion of notes held by
them.
The following tables set forth as of August 23, 2000 the names and
addresses of only the following previously Listed Selling Stockholders and the
additional shares of Common Stock to be registered for resale and is not
intended to effect any other changes or amendments to the Previous Registration
Statement or the Prospectus. The information in this table does not update the
information for any other Selling Stockholders listed in the Previous
Registration Statement or the Prospectus. This amendment is being filed
exclusively to register shares of Common Stock underlying the Warrants and the
Convertible Note, all of which contained certain registration rights and which
were not included in the Previous Registration Statement and Prospectus. The
tables show security ownership before and after giving effect to the sale of
Common Stock registered hereunder.
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<CAPTION>
CATEGORY PERCENTAGE SECURITIES PERCENTAGE OWNERSHIP
OF SHARES ADDITIONAL OWNERSHIP TO BE RETAINED, AFTER OFFERING, IF ALL
BENEFICIALLY SHARES BEFORE IF ALL REGISTERED REGISTERED SECURITIES
NAME AND RELATIONSHIP OWNED(1) OFFERED OFFERING(2)(3) SECURITIES ARE SOLD ARE SOLD(2)(3)
--------------------- -------------------- ---------- -------------- ------------------- ----------------------
<S> <C> <C> <C> <C> <C>
CPR (USA) Inc. Shares - 204,962 200,893 1.62% 4,069 *
101 Hudson St., Warrants - 555,000 105,000 450,000
37th Floor Total - 759,962 305,893 454,069
Jersey City, NJ 07302
LibertyView Funds, L.P. Shares - 164,029 160,714 1.3% 3,315 *
Hemisphere House Warrants - 444,000 84,000 360,000
9 Church Street Total - 608,029 244,714 363,315
Hamilton, Bermuda HMDX
LibertyView Fund, LLC Shares - 41,082 40,179 * 903 *
101 Hudson St., Warrants - 111,000 21,000 90,000
37th Floor Total - 152,082 61,179 90,903
Jersey City, NJ 07302
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(1) Includes shares underlying the Warrants and the Convertible Note which are
currently exercisable or which are exercisable within 60 days of the date
hereof.
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(2) Denominator includes all shares reserved for issuance to the specified
person on exercise of Warrants or the conversion of the Convertible Note
which are exercisable within 60 days of the date hereof.
(3) CPR (USA) Inc., LibertyView Funds, L.P. and LibertyView Fund LLC are
affiliated entities but each has made an individual investment in the
Company. In addition to limitations set forth in the Certificate of
Designation for the Series A Preferred Stock, which limits ownership of the
Common Stock by any holder to 4.99% of the Company's outstanding Common
Stock, the three entities have independent legal obligations and internal
practices which bar them from collectively owning more than 4.99% of any
company's outstanding Common Stock at any particular time. Therefore, the
disclosure reflects beneficial ownership of the aggregate percentage of
Common Stock that could be beneficially owned by the three entities combined
at any one time, during the effectiveness of this registration statement.
* Denotes less than 1% ownership.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement on Form S-1 MEF to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Santa Clara, State of California on August 28, 2000.
SPATIALIZER AUDIO LABORATORIES, INC.
By: /s/ HENRY R. MANDELL
---------------------------------
Name: Henry R. Mandell
Title: Chairman of the Board, Chief
Executive Officer, Chief
Financial Officer, Secretary
and Director
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ HENRY R. MANDELL Chairman of the Board, August 28, 2000
------------------------ Chief Executive Officer,
Henry R. Mandell Chief Financial Officer,
Secretary and Director
* Director August 28, 2000
------------------------
Carlo Civelli
* Director August 28, 2000
------------------------
James D. Pace
* Director August 28, 2000
------------------------
Gilbert N. Segel
* Director, Vice Chairman of the August 28, 2000
------------------------ Board, Secretary
Stephen W. Desper
*By: /s/ HENRY R. MANDELL
---------------------------
Henry R. Mandell,
Attorney-in-Fact
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EXHIBITS
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<S> <C>
5.1 Opinion of Brand Farrar & Buxbaum LLP.
23.1 Consent of Farber & Hass, independent certified public accountants.
23.2 Consent of Brand Farrar & Buxbaum LLP (included in Exhibit 5.1).
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