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As filed with the Securities and Exchange Commission on January 28, 2000.
REGISTRATION NO. 33-85230
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 ON FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIMELINE, INC.
(Exact Name of Registrant as Specified In Charter)
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<S> <C>
STATE OF WASHINGTON 91-1590734
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
3055 - 112TH AVENUE N.E., SUITE 106 CHARLES R. OSENBAUGH
BELLEVUE, WASHINGTON 98004 3055 - 112TH AVENUE N.E., SUITE 106
206-822-3140 BELLEVUE, WASHINGTON 98004
(Address and Telephone Number of Principal 206-822-3140
Executive Office) (Name, Address and Telephone Number of Agent
for Service)
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Copies of all communications to the foregoing to be sent to:
TIMOTHY M. WOODLAND
CAIRNCROSS & HEMPELMANN, P.S.
701 FIFTH AVENUE, 70TH FLOOR
SEATTLE, WASHINGTON 98104-7016
206-587-0700
N/A
(Approximate Date of Commencement of Proposed Sale to the Public)
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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 414 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, 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, 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,
check the following box.................................................... [ ]
PURPOSE OF AMENDMENT:
THE PURPOSE OF THIS POST-EFFECTIVE AMENDMENT NO. 2 IS TO REMOVE FROM
REGISTRATION ("SHARES" REFERRING TO REGISTRANT'S COMMON STOCK, $0.01 PAR VALUE,
AND "WARRANTS" REFERRING TO WARRANTS FOR THE PURCHASE OF SHARES), THE FOLLOWING:
(a) 221,125 UNITS, EACH CONSISTING OF ONE SHARE AND ONE WARRANT FOR THE
PURCHASE OF ONE ADDITIONAL SHARE, REPRESENTING: (i) THE 150,000 UNITS
UNDERLYING THE UNDERWRITERS' OVER-ALLOTMENT OPTION, NO PORTION OF WHICH
WAS EXERCISED ("OVER-ALLOTMENT OPTION"); AND (ii) THE 71,125 UNITS
UNDERLYING THE REPRESENTATIVE'S WARRANT, WHICH WARRANT EXPIRED AT 5:00
EST, JANUARY 18, 2000 WITHOUT ANY PART THEREOF HAVING BEEN EXERCISED
("UNIT PURCHASE WARRANT").
(b) 1,150,000 WARRANTS, EACH FOR THE PURCHASE OF ONE SHARE, REPRESENTING (i)
THE 150,000 WARRANTS UNDERLYING THE OVER-ALLOTMENT OPTION, AND (ii) THE
1,000,000 WARRANTS ISSUED TO THE PUBLIC IN THE OFFERING, EACH OF WHICH
WARRANTS EXPIRED AT 5:00 EST, JANUARY 18, 2000 WITHOUT ANY PART THEREOF
HAVING BEEN EXERCISED (THE "PUBLIC WARRANTS").
(c) 1,250,000 SHARES, REPRESENTING: (i) THE 150,000 SHARES ISSUABLE UPON
EXERCISE OF THE OVER-ALLOTMENT WARRANTS; (ii) THE 1,000,000 SHARES
ISSUABLE UPON EXERCISE OF THE PUBLIC WARRANTS; (iii) THE 71,125 SHARES
ISSUABLE UPON EXERCISE OF THE WARRANT ISSUABLE PURSUANT TO THE UNIT
PURCHASE WARRANT, AND (iv) THE 28,875 SHARES ISSUABLE UPON EXERCISE OF
STOCK PURCHASE WARRANT A REPRESENTATIVE'S WARRANT, WHICH WARRANT EXPIRED
AT 5:00 EST, JANUARY 18, 2000 WITHOUT ANY PART THEREOF HAVING BEEN
EXERCISED..
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SIGNATURES
Pursuant to with 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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bellevue, State of
Washington on January 21, 2000.
TIMELINE, INC.
By /s/ Charles R. Osenbaugh
-------------------------------------
CHARLES R. OSENBAUGH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the following
person in the capacities indicated on January 21, 2000.
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Signature Capacities
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/s/ Charles R. Osenbaugh Director
------------------------------------- President
Charles R. Osenbaugh Chief Executive Officer
Chief Financial Officer
/s/ Donald K. Babcock
-------------------------------------
Donald K. Babcock Director
/s/ Kent L. Johnson
-------------------------------------
Kent L. Johnson Director
/s/ Frederick W. Dean Director
------------------------------------- Executive Vice President
Frederick W. Dean
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