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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
REGISTRATION NO. 33-80508
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 6
ON FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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FOTOBALL USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0614889
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3738 RUFFIN ROAD
SAN DIEGO, CALIFORNIA 92123
(619) 467-9900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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MICHAEL FAVISH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FOTOBALL USA, INC.
3738 RUFFIN ROAD
SAN DIEGO, CALIFORNIA 92123
(619) 467-9900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
CHARLES I. WEISSMAN, ESQ.
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
(212) 758-9500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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. [ ] _____
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. [ ]
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933.
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EXPLANATORY NOTE
This amendment is being filed solely to deregister all of the
remaining securities registered hereunder and described below:
1. 725,506 Redeemable Common Stock Purchase Warrants which expired
in accordance with their terms on August 27, 1999, and the
725,506 shares of Common Stock issuable upon exercise of such
warrants.
2. 110,000 Redeemable Common Stock Purchase Warrants which were
terminated as a result of the termination of the Unit Purchase
Option with the Representative on August 10, 1999, and 88,000
shares of Common Stock issuable upon exercise of such warrants
(the other 22,000 shares being issued in connection with the
termination).
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SIGNATURES
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 San Diego, State of California, on the 9th day of
November, 1999.
FOTOBALL USA, INC.
By: /s/ Michael Favish
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Michael Favish
President, 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 dates indicated.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
------------------ ----- ----
<S> <C> <C>
/s/ Michael Favish President and Chief Executive Officer and a November 9 , 1999
- ------------------------ Director (Principal Executive Officer)
Michael Favish
/s/ Clifford A. Lyon Senior Vice President and Chief Financial Officer November 9 , 1999
- ------------------------ (Principal Financial Officer)
Clifford A. Lyon
/s/ Salvatore DiMascio Director November 9 , 1999
- ------------------------
Salvatore DiMascio
/s/ Nicholas Giordano Director November 9 , 1999
- ------------------------
Nicholas Giordano
/s/ Joel K. Rubenstein Director November 9 , 1999
- ------------------------
Joel K. Rubenstein
Director November , 1999
- ------------------------
John J. Shea
</TABLE>
