AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2000
REGISTRATION NO. 333-________
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, (Name, Address, Including Zip Code,
and Telephone Number and Telephone Number,
Including Area Code, of Registrant's Including Area Code, of
Principal Executive Offices) Agent For Service)
----------------------------
Copy to:
MELVIN WEINBERG, ESQ.
PARKER CHAPIN LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(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. 333-30724
---------------------
|_| 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
--------------------------------- --------------------- ---------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value
per share 1,273,153(2) $1.6875(1) $2,148,445.60 $567.19(3)
================================= ===================== ====================== ======================== ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g); based on the average of the bid
($1.625) and asked price ($1.75) on the Nasdaq SmallCap Market
(NASDAQ) on July 14, 2000.
(2) Represents shares of our common stock issued and issuable upon
conversion of 26,500 series G preferred shares.
(3) 2,276,500 shares of common stock issuable upon conversion of 26,500
shares of 6% series G convertible preferred stock and upon exercise of
warrants issued in connection therewith were registered under
registration statement no. 333-30724 and an aggregate registration fee
of $2,835.95 was paid in connection therewith.
-2-
<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-3 FILE NO. 333-30724
ObjectSoft Corporation is incorporating by reference the information
contained in its registration statement on Form S-3 File No. 333-30724 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 April 20, 2000.
-3-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Number Description of Exhibit
------ ----------------------
5.1 (1) Opinion of Parker Chapin LLP
23.1 (1) Consent of Richard A. Eisner & Company, LLP
23.2 (1) Consent of Parker Chapin LLP (included in Exhibit 5.1
hereto)
24.1 (2) Power of Attorney
-------------------
(1) Filed herewith.
(2) Filed with ObjectSoft Corporation's registration statement on Form S-3
(Registration No. 333- 30724) which was filed with the Securities and
Exchange Commission on February 18, 2000.
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 July 17,
2000.
OBJECTSOFT CORPORATION
By: /s/ David E.Y. Sarna
------------------------------------
David E.Y. Sarna
Chairman of the Board, Co-Chief
Executive Officer 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/ David E.Y. Sarna
-------------------------- Chairman of the Board, Co-Chief July 17, 2000
David E.Y. Sarna Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
* President, Co-Chief Executive July 17, 2000
-------------------------- Officer, Treasurer and Director
George J. Febish (Principal Executive Officer)
*
-------------------------- Director July 17, 2000
Michael A. Burak
*
--------------------------- Director July 17, 2000
Daniel E. Ryan
/s/ Stanley A. Hirshman
---------------------------
Stanley A. Hirshman
</TABLE>
*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
-------------
Number Description of Exhibit
------ ----------------------
5.1 (1) Opinion of Parker Chapin LLP
23.1 (1) Consent of Richard A. Eisner & Company, LLP
23.2 (1) Consent of Parker Chapin LLP (included in Exhibit 5.1
hereto)
24.1 (2) Power of Attorney
-------------------
(1) Filed herewith.
(2) Filed with ObjectSoft Corporation's Registration Statement on Form S-3
(Registration No. 333-30724) which was filed with the Securities and
Exchange Commission on February 18, 2000.
II-4
