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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1999
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
OBJECTSOFT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-3091075
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification No.)
or Organization)
DAVID E. Y. SARNA, CHAIRMAN
OBJECTSOFT CORPORATION
CONTINENTAL PLAZA III CONTINENTAL PLAZA III
433 HACKENSACK AVENUE 433 HACKENSACK AVENUE
HACKENSACK, NEW JERSEY 07601 HACKENSACK, NEW JERSEY 07601
(201) 343-9100 (201) 343-9100
(Address, Including Zip Code, and (Address, Including Zip Code, and
Telephone Number Telephone Number
Including Area Code, of Registrant's Including Area Code, of Registrant's
Principal Executive Offices) Principal Executive Offices)
----------------------------
Copy to:
MELVIN WEINBERG, ESQ.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 704-6000
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective, as determined
by market conditions.
|_| 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. No. 333-86887
---------------------
|_| 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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed Proposed
Title of each class of Amount to Maximum maximum Amount of
securities be registered Aggregate price Aggregate registration
to be registered Per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par value
per share(1) 183,333(3) $1.265625(2) $232,030.82 $61.26(3)
==============================================================================================================================
</TABLE>
(1) ObjectSoft Corporation affected a one-for-six reverse stock split (the
"Stock Split") of its outstanding common stock effective as of October
13, 1999.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g); based on the average of the bid
($1.25) and asked price ($1.40625) on the Nasdaq SmallCap Market
(NASDAQ) on December 8, 1999.
(3) 5,500,000 pre-Stock Split shares of common stock issuable upon
conversion of $2,350,000 stated value of 6% Series F Convertible
Preferred Stock and upon exercise of warrants issued in connection
therewith were registered under Registration Statement No. 333-86887
and an aggregate registration fee of $797.38 was paid in connection
therewith.
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<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-3 FILE NO. 333-86887
ObjectSoft Corporation is incorporating by reference the information
contained in its Registration Statement on Form S-3 File No. 333-86887 in its
entirety, including any amendments, as well as any exhibits relating to it. The
Registration Statement was declared effective by the Securities and Exchange
Commission on October 1, 1999.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Number Description of Exhibit
- ------ ----------------------
<S> <C>
5.1 (1) Opinion of Parker Chapin Flattau & Klimpl, LLP
23.1 (1) Consent of Richard A. Eisner & Company, LLP
23.2 (1) Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1 hereto)
24.1 (2) Power of Attorney
</TABLE>
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(1) Filed herewith.
(2) Filed on ObjectSoft Corporation's Registration Statement on Form S-3
(Registration No. 333-86887) which was filed with the Securities and
Exchange Commission on September 10, 1999.
II-1
<PAGE>
SIGNATURE
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 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 Hackensack, State of New Jersey on December 13,
1999.
OBJECTSOFT CORPORATION
By: /s/ David E.Y. Sarna
------------------------
David E.Y. Sarna
Chairman of the Board, Co-Chief
Executive Officer, Secretary and Director
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ David E.Y. Sarna Chairman of the Board, Co- December 13, 1999
---------------------- Chief Executive Officer,
David E.Y. Sarna Secretary and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
* President, Co-Chief Executive December 13, 1999
----------------------
George J. Febish Officer, Treasurer and Director
(Principal Executive Officer)
* Director December 13, 1999
----------------------
Michael A. Burak
* Director December 13, 1999
----------------------
Daniel E. Ryan
*By: /s/ David E.Y. Sarna
----------------------
David E.Y. Sarna
Attorney- in-Fact
II-2
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
EXHIBITS TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
OBJECTSOFT CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED
IN ITS CHARTER)
II-3
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Number Description of Exhibit
- ------ ----------------------
<S> <C>
5.1 (1) Opinion of Parker Chapin Flattau & Klimpl, LLP
23.1 (1) Consent of Richard A. Eisner & Company, LLP
23.2 (1) Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1 hereto)
24.1 (2) Power of Attorney
</TABLE>
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(1) Filed herewith.
(2) Filed on ObjectSoft Corporation's Registration Statement on Form S-3
(Registration No. 333-86887) which was filed with the Securities and
Exchange Commission on September 10, 1999.
II-4
December 13, 1999
ObjectSoft Corporation
Continental Plaza III
433 Hackensack Avenue
Hackensack, New Jersey 07601
Dear Sir:
We have acted as counsel to ObjectSoft Corporation, a Delaware
corporation (the "Company"), in connection with its filing of a registration
statement on Form S-3 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
an offering of an aggregate of 183,333 shares of common stock, par value $.0001
per share (the "Common Stock") (after giving effect to a one-for-six reverse
stock split).
In our capacity as counsel to the Company, we have examined originals
or copies, satisfactory to us, of the Company's (i) Certificate of
Incorporation, as amended, (ii) Amended and Restated By-laws and (iii)
resolutions of the Company's board of directors. We have also reviewed such
other matters of law and examined and relied upon all such corporate records,
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies or facsimiles. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
<PAGE>
ObjectSoft Corporation
December 13, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
(a) the shares of Common Stock issuable upon the conversion of
the Company's 6% Series F Convertible Preferred Stock (the "Series F Preferred
Stock"), upon issuance in accordance with the terms of the Certificate of
Designation of the Series F Preferred Stock, will be legally issued, fully paid
and non-assessable;
(b) the shares of Common Stock issuable upon the exercise of
the warrants issued to certain investors (the "Investors"), pursuant to the
Subscription Agreement (the "Warrants"), upon issuance and payment in accordance
with the terms of the Subscription Agreement and the terms of the Warrants, will
be legally issued, fully paid and non-assessable;
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of the Registration Statement.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 20, 1999 (with respect to
Note A[1] March 19, 1999), with respect to our audit of the financial statements
included in ObjectSoft Corporation's Annual Report (Form 10-KSB) for the year
ended December 31, 1998.
/s/ Richard A. Eisner & Company, LLP
------------------------------------
RICHARD A. EISNER & COMPANY, LLP
Florham Park, New Jersey
December 13, 1999
