As filed with the Securities and Exchange Commission Registration No. 33-81026
on February 29, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM SB-2
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE SOLOMON-PAGE GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0353012
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1140 Avenue of the Americas, 9th Floor
New York, New York 10036
(212) 403-6100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Lloyd Solomon
Vice Chairman of the Board and Chief Executive Officer
The Solomon-Page Group Ltd.
1140 Avenue of the Americas
New York, New York 10036
(212) 403-6100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky, LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
(212) 755-1467 (Facsimile)
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<PAGE>
Approximate date of commencement of proposed sale to the public: Not
applicable
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, please 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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<PAGE>
Pursuant to the undertaking required by Item 512 (a) (3) of Regulation
S-K, The Solomon-Page Group, Ltd (" Registrant") hereby withdraws from
registration an aggregate of 1,875,000 shares of its common stock, par value
$.001 per share (the "Common Stock"). This amount represents Common Stock
issuable upon exercise of 1,675,000 redeemable Class A common stock purchase
warrants of the Registrant and 200,000 shares of Common Stock issuable upon
exercise of a purchase option.
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<PAGE>
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 New York, State of New York on the 22 day of
February, 2000.
THE SOLOMON-PAGE GROUP LTD.
/s/ Lloyd Solomon
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Lloyd Solomon
Vice Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATORIES.
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 date indicated.
Signature Title Date
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/s/ Herbert Solomon Chairman of the Board and February 22, 2000
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Herbert Solomon Director
/s/ Lloyd Solomon Vice Chairman of the Board, February 22, 2000
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Lloyd Solomon Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ Scott Page President and Director February 22, 2000
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Scott Page
/s/ Eric M. Davis Vice President-Finance, February 22, 2000
- - ----------------------- Chief Financial Officer and
Eric M. Davis Director (Principal Financial
and Accounting Officer)
* /s/ Edward Ehrenberg Director February 22, 2000
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Edward Ehrenberg
* /s/ Joel A. Klarreich Director February 22, 2000
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Joel A. Klarreich
*By: /s/ Eric M. Davis
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Eric M. Davis
Attorney-in-Fact
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