As filed with the Securities and
Exchange Commission on July _, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOTOBALL USA, INC.
(Name of small business issuer in its charter)
Delaware 3050 33-0614889
(State or (Primary Standard (I.R.S.
jurisdiction of Industrial Classification Employer
incorporation or Code Number) Identification No.)
organization)
3738 Ruffin Road
San Diego, California 92123
(619) 467-9900
(Address and telephone number, of
registrant's principal executive offices
and principal place of business)
______________
MICHAEL FAVISH
President and
Chief Executive Officer
Fotoball USA, Inc.
3738 Ruffin Road
San Diego, California 92123
(619) 467-9900
(Name, address and telephone number
of agent for service)
___________
Copies to:
CHARLES I. WEISSMAN, ESQ.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue, 20th Floor
New York, New York 10022
(212) 758-9500
Telecopier No.: (212) 758-9526
___________
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
The Registrant hereby amends this Registration 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
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.
<PAGE>
Item 27: Exhibits and Financial Statement Schedules.
(a) Exhibits
1.1 Form of Underwriting Agreement.(1)
3.1(2) Amended and Restated Certificate of Incorporation.(2)
3.2(2) Amended and Restated By-laws.(2)
4.1 Form of Representative's Unit Purchase Option.(2)
4.2 Form of Warrant Agreement.(2)
4.3 Specimen Warrant Certificate.(3)
4.4 Specimen Stock Certificate.(3)
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.(3)
10.1(3) License Agreement with Major League Baseball Properties,Inc.(2)
10.1(4) License Agreement with Major League Baseball Players
Association.(4)
10.1(5) License Agreement with National Football League Properties,Inc.(5)
10.1(6) Trademark License Agreement with Goodyear Tire & Rubber
Company.(6)
10.1(10) Agreement with Chevron USA, Inc. dated as of October 10, 1995.(6)
10.2(2) Settlement Agreement and Mutual Release with Leon Krajian dated
June 11, 1993.(4)
10.3* 1994 Stock Option Plan of the Company, as amended.(7)
10.3(1)* Form of Stock Option Agreement.(5)
10.3(2)* Form of Directors' Stock Option Agreement.(5)
10.3(3)* Stock Option Agreement dated as of November 9, 1994 with
David G. Forster.(5)
10.3(4)* Form of Stock Option Agreement dated June 1, 1994 with
Sabin C. Streeter.(5)
10.4(1)* Form of Employment Agreement with Michael Favish.(3)
10.4(3)* Amended and Restated Consulting Agreement with Robert Weingarten
effective January 1, 1996.(6)
10.4(4)* Consulting Agreement with Robert Weingarten dated as of
June 1, 1994.(2)
10.4(5) Consulting Agreement with Universal Marketing Services Ltd.
("UMS") dated January 1, 1995.(6)
10.4(6) Consulting Agreement with UMS dated January 1, 1996.(6)
10.4(7) Stock Option Agreement dated May 9, 1995 with UMS.(6)
10.4(8) Consulting Agreement with ADR Management Group Ltd. dated
August 1, 1995.(6)
10.4(9)* Employment Agreement with Fred Ostern effective
January 1, 1996.(8)
10.5 Lease, dated February 4, 1994, by and between the Company and
George and Marcel Jach, with respect to 3738 Ruffin Road,
San Diego, California.(4)
10.6 Form of Representative's Financial Consulting Agreement with
the Company.(2)
10.7(1) Securities Purchase Agreement, dated as of March 24, 1994, by
and between the Company, each of the Purchasers listed on
Schedule A thereto.(4)
10.7(2) Form of Bridge Warrant, dated March 24, 1994, issued to the
Purchasers.(4)
10.7(3) Form of Bridge Note, dated March 24, 1994, by the Company to the
Purchasers.(4)
10.8(1) Form of Debentures.(4)
10.8(2) Form of Amendment and Waiver Agreement by and between the Company
and each of the Debenture Holders.(4)
10.8(3) First Amendment to Amendment and Waiver Agreement.(4)
10.8(4) Form of Second Amendment to Amendment and Waiver Agreement.(4)
10.9(1) Merrill Lynch International Bank Limited line of credit.(6)
10.9(2) Merrill Lynch International Bank Limited irrevocable stand-by
letter of credit.(6)
10.10 Revolving Credit Agreement dated December 20, 1995 between the
Company and Scripps Bank.(6)
21 Subsidaries of the Company.(3)
23.1 Consent of Hollander, Gilbert & Co.(8)
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (contained in
Exhibit 5.1).(3)
27 Financial Data Schedule.(9)
___________________
* Indicates exhibits relating to executive compensation.
(1) Exhibits to the Company's Registration Statement on Form SB-2 filed with
the Commission on August 11, 1994 incorporated herein by reference.
(2) Exhibits to the Company's Registration Statement on Form SB-2 filed with
the Commission on August 1, 1994 incorporated herein by reference.
(3) Exhibits to the Company's Registration Statement on Form SB-2 filed with
the Commission on August 9, 1994 incorporated herein by reference.
(4) Exhibits to the Company's Registration Statement on Form SB-2 filed with
the Commission on June 20, 1994 incorporated herein by reference.
(5) Exhibits to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994 incorporated herein by reference.
(6) Exhibits to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 incorporated herein by reference.
(7) Exhibits to the Company's Registration Statement on Form S-8 filed with
the Commission on May 24, 1996 incorporated herein by reference.
(8) Exhibits to the Company's Post-Effective Amendment No. 2 to Registration
Statement on Form SB-2 filed with the Commission on June 24, 1996
incorporated herein by reference.
(9) Filed herewith.
(b) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions
or are inapplicable and, therefore, have been omitted.
<PAGE>
SIGNATURES
In accordance 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 of filing on Form SB-2 and authorized
this Post-Effective Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, in the City of San Diego,
State of California, on July 22, 1996.
FOTOBALL USA, INC.
/s/ Michael Favish
_________________________
Michael Favish
President, Chief Executive
Officer and Director
In accordance with the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 3 to the Registration Statement was
signed by the following persons in the capacities and on the dates
stated:
Signature Titles Date
/s/ Michael Favish
______________________ President, July 22, 1996
Michael Favish Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ David G. Forster
______________________ Vice President, Finance, July 22, 1996
David G. Forster Treasurer, and
Chief Financial Officer
(Principal Financial &
Accounting Officer)
/s/ William R. Hasvold
______________________ Director July 22, 1996
William R. Hasvold
/s/ Joel K. Rubenstein
______________________ Director July 22, 1996
Joel K. Rubenstein
/s/ Sabin C. Streeter
______________________ Director July 22, 1996
Sabin C. Streeter
/s/ Robert N. Weingarten
______________________ Director July 22, 1996
Robert N. Weingarten
<PAGE>
Exhibit Index
-------------
Exhibit No. Exhibits
27 Financial Data Schedule
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMA-
TION EXTRACTED FROM THE FINANCIAL STATEMENTS
CONTAINED IN THE FOTOBALL USA, INC. FORM 10-KSB FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1995 AND THE
FOTOBALL USA, INC. FORM 10-QSB FOR THE PERIOD
ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-START> JAN-01-1995 JAN-01-1996
<PERIOD-END> DEC-31-1995 MAR-31-1996
<CASH> 3,162,268 3,885,279
<SECURITIES> 0 0
<RECEIVABLES> 588,280 540,867
<ALLOWANCES> 0 0
<INVENTORY> 1,288,085 1,723,942
<CURRENT-ASSETS> 6,317,799 7,569,691
<PP&E> 860,071 1,366,814
<DEPRECIATION> 472,538 519,825
<TOTAL-ASSETS> 7,809,393 9,040,703
<CURRENT-LIABILITIES> 904,412 2,116,473
<BONDS> 0 0
0 0
0 0
<COMMON> 26,617 26,617
<OTHER-SE> 6,757,538 6,762,236
<TOTAL-LIABILITY-AND-EQUITY> 7,809,393 9,040,703
<SALES> 7,754,309 2,401,656
<TOTAL-REVENUES> 7,754,309 2,401,656
<CGS> 4,302,644 1,404,863
<TOTAL-COSTS> 3,610,157 989,644
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 27,753 8,597
<INCOME-PRETAX> 32,966 41,639
<INCOME-TAX> 31,800 16,700
<INCOME-CONTINUING> 1,166 24,939
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,166 24,939
<EPS-PRIMARY> 0 .01
<EPS-DILUTED> 0 .01
</TABLE>
