Filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-89801
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HI-RISE RECYCLING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0222933
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
8505 N.W. 74TH STREET
MIAMI, FLORIDA 33166
(305) 597-0243
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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DONALD ENGEL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
HI-RISE RECYCLING SYSTEMS, INC.
8505 N.W. 74TH STREET
MIAMI, FLORIDA 33166
(305) 597-0243
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
GARY EPSTEIN, ESQ.
JEFFREY M. OSHINSKY, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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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 (the "Securities Act"), 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. [ ]
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. [ ]
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INTRODUCTORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No.
333-89801 is being filed with the Securities and Exchange Commission in order to
include Item 16 and Exhibit 5.1 thereto. The Prospectus which forms a part of
this Post-Effective Amendment No. 1 is identical to the Prospectus as filed with
the Securities and Exchange Commission on January 4, 2000, which Prospectus is
not separately included in this Post-Effective Amendment No. 1.
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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*3.1 Our Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of our Registration
Statement on Form SB-2, as amended (33-63778-A))
*3.2 Our Bylaws (incorporated by reference to Exhibit 3.2 of our
Registration Statement on Form SB-2, as amended (33-63778-A))
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Greenberg Traurig, P.A. (contained in Exhibit 5.1
hereto)
*23.2 Consent of PricewaterhouseCoopers LLP
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* previously filed
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on this 11th day of January, 2000.
HI-RISE RECYCLING SYSTEMS, INC.
By: /S/ BRADLEY HACKER
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Bradley Hacker, Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Amendment No.
1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*/S/ DONALD ENGEL Chairman of the Board and Chief January 11, 2000
- --------------------------------------- Executive Officer
DONALD ENGEL
/S/ BRADLEY HACKER Chief Financial Officer January 11, 2000
- ---------------------------------------
BRADLEY HACKER
*/S/ WARREN ADELSON Director January 11, 2000
- ---------------------------------------
WARREN ADELSON
*/S/ IRA S. MERRITT Director January 11, 2000
- ---------------------------------------
IRA S. MERRITT
*/S/ JOEL M. PASHCOW Director January 11, 2000
- ---------------------------------------
JOEL M. PASHCOW
*/S/ LEONARD TOBEROFF Director January 11, 2000
- ---------------------------------------
LEONARD TOBEROFF
*By:/S/ BRADLEY HACKER January 11, 2000
- ---------------------------------------
BRADLEY HACKER
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
5.1 Opinion of Greenberg Traurig, P.A.
EXHIBIT 5.1
January 11, 2000
Hi-Rise Recycling Systems, Inc.
8505 N.W. 74th Street
Miami, Florida 33166
RE: OFFERING OF SHARES PURSUANT TO REGISTRATION STATEMENT ON FORM S-3
Dear Sir/Madam:
We have acted as counsel to Hi-Rise Recycling Systems, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration by the Company of an
aggregate of 3,401,205 shares of the Company's common stock, par value $0.01 per
share (the "Shares").
In so acting, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of (a) the Company's charter, as
currently in effect, (b) the Company's Bylaws, as currently in effect, (c) the
Registration Statement, and (d) such other documents, records, certificates and
other instruments as in our judgment are necessary or appropriate for purposes
of this opinion.
Based on and subject to the foregoing, we are of the following
opinions:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Florida.
2. The Shares have been validly authorized and issued and are fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules or regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG, P.A.
