As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-52625
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------------
U.S. Wireless Data, Inc.
(Name of small business issuer in its charter)
-----------------------------
Colorado 334119 84-1178691
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
2200 Powell Street, Suite 800
Emeryville, California 94608-1876
(510) 596-2025
(Address and telephone number of principal executive offices)
----------------------------
Dean M. Leavitt, Chief Executive Officer
U.S. Wireless Data, Inc.
2200 Powell Street, Suite 800
Emeryville, California 94608-1876
(510) 596-2025
(Name, address and telephone number of agent for service)
----------------------------
Copies to:
John G. Lewis, Esq.
Jeffrey M. Brenman, Esq.
Ireland, Stapleton, Pryor & Pascoe, P.C.
1675 Broadway, 26th Floor
Denver, Colorado 80202
(303) 623-2700
-------------------------
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. | |
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. |_|
If this Form is a 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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------- ------------------- ---------------------------- ------------------------------ ---------------------
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
Registered
- -------------------------- ------------------- ---------------------------- ------------------------------ ---------------------
<S> <C> <C> <C> <C>
Common Stock, no par 239,961
value per share (1) Shares $4.375 $1,049,830 $292*
- -------------------------- ------------------- ---------------------------- ------------------------------ ---------------------
<FN>
* The registration fee has been previously paid.
(1) A total of 239,961 shares of Common Stock are registered for sale solely on
behalf of Selling Security Holders upon conversion of shares of the
Company's Series A Cumulative Convertible Preferred Stock (the "Series A
Preferred Stock").
(2) The shares have been sold by the Selling Security Holders at prevailing
market prices at the time of sale. The registration fee was estimated
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely
for the purpose of calculating such fee. No implication should be taken
from the use of such price to estimate the registration fee being paid
hereunder that the shares of Common Stock offered hereby can or will be
sold at such prices.
</FN>
</TABLE>
<PAGE>
This Registration Statement was declared effective by the United States
Securities and Exchange Commission on August 7, 1998. The Company originally
included 7,240,356 shares of its no par value Common Stock in the registration
statement for resale by Selling Security Holders named therein. 239,961 shares
of Common Stock have been sold under the registration statement to date. By the
filing of this post-effective amendment, U.S. Wireless Data, Inc. hereby removes
from registration the balance of 7,000,395 shares of Common Stock which were
registered for resale by Selling Security Holders in this Registration
Statement.
-2-
<PAGE>
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 of filing on Form SB-2 and authorized this Post-Effective
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, in the City of Emeryville, State of California
June 28, 1999.
U.S. WIRELESS DATA, INC.
By: /s/ Dean M. Leavitt
-------------------------
Dean M. Leavitt
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signatures Title Date
- ---------- ----- ----
/s/Dean M. Leavitt Chief Executive Officer June 28, 1999
- ------------------ & Director (Principal
Dean M. Leavitt
Executive Officer)
/s/ Rod L. Stambaugh President & Director June 28, 1999
- --------------------
Rod L. Stambaugh
/s/ Robert E. Robichaud Chief Financial Officer, June 28, 1999
- ----------------------- Secretary & Treasurer
Robert E. Robichaud (Principal Financial &
Accounting Officer)
/s/ Alvin C. Rice Director June 28, 1999
- -----------------
Alvin C. Rice
/s/ Chester N. Winter Director June 28, 1999
- ---------------------
Chester N. Winter
