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As filed with the Securities and Exchange Commission on December 17, 1996
Registration No. 333-04267
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SECURITIES AND EXCHANGE COMMISSION
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
7TH LEVEL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-24806695
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
1110 EAST COLLINS BOULEVARD, SUITE 122
RICHARDSON, TEXAS 75081
(972) 498-8100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
____________________
GEORGE D. GRAYSON
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
1110 EAST COLLINS BOULEVARD, SUITE 122
RICHARDSON, TEXAS 75081
(972) 498-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
DEREK R. MCCLAIN
JAMES A. KRAUSE
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7700
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. [_]
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 deregisters 21,826 shares of common stock, par value
$.01 per share, of 7th Level, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment to 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 Richardson, State of
Texas, on this 16th day of December, 1996.
7TH LEVEL, INC.
By: /s/ George D. Grayson
----------------------------------
George D. Grayson
Chief Executive Officer and
Chairman of the Board
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ George D. Grayson Chief Executive Officer and Chairman December 16, 1996
- --------------------- of the Board (Principal Executive
GEORGE D. GRAYSON Officer)
/s/ Robert Alan Ezrin President and Director December 16, 1996
- ---------------------
ROBERT ALAN EZRIN
/s/ W. Scott Page Executive Vice President of December 16, 1996
- --------------------- Production and Director
W. SCOTT PAGE
/s/ David R. Henkel Chief Operating Officer and Director December 16, 1996
- ---------------------
DAVID R. HENKEL
/s/ Davis W. Craig Chief Financial Officer (Principal December 16, 1996
- --------------------- Financial Officer and Principal
DAVID W. CRAIG Accounting Officer)
- --------------------- Director December 16, 1996
MERV ADELSON
</TABLE>
