<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -----------------------------------------------------------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -----------------------------------------------------------------------------
FAMILY GOLF CENTERS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7999 11-3223246
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
ORGANIZATION) CODE NUMBER)
</TABLE>
FAMILY GOLF CENTERS, INC.
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 694-1666
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
FAMILY GOLF CENTERS, INC.
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF
BUSINESS)
DOMINIC CHANG, CHIEF EXECUTIVE OFFICER
FAMILY GOLF CENTERS, INC.
225 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(516) 694-1666
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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<S> <C>
COPIES TO:
KENNETH R. KOCH, ESQUIRE PAUL JACOBS, ESQUIRE
SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP FULBRIGHT & JAWORSKI L.L.P.
551 FIFTH AVENUE 666 FIFTH AVENUE
NEW YORK, NEW YORK 10176 NEW YORK, NEW YORK 10103
(212) 661-6500 (212) 318-3000
(212) 697-6686 (FAX) (212) 752-5958 (FAX)
</TABLE>
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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. [X] File No. 333-4541
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
under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- -------------------- ------------ ------------ ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 460,000(2) $25.9375 $11,931,250 $4,114.22
===============================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.
(2) Includes 60,000 shares of Common Stock which the Underwriters have the
option to acquire solely to cover over-allotments, if any.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT 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 THEREAFTER 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 SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM SB-2,
FILE NO. 333-4541
Family Golf Centers, Inc. (the "Company") hereby incorporates by reference
into the Registration Statement on Form SB-2 in its entirety the Registration
Statement on Form SB-2 (File No. 333-4541) declared effective on July 2, 1996
by the Securities and Exchange Commission (the "Commission"), including each
of the documents filed by the Company with the Commission and incorporated or
deemed to be incorporated by reference therein.
<PAGE>
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EXHIBITS
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<S> <C>
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP.
23.1 Consent of Richard A. Eisner & Company, LLP.
Consent of Charles W. Cairnes, Jr. P.A.
Consent of Robert Decker, C.P.A.
Consent of Goffena & Baker C.P.A.
Consent of BDO Seidman, LLP.
Consent of Shenholt Glassman Hoffman Klein & Co., P.C.
Consent of Anne E. Gorry
Consent of Ehrenkrantz and Company
Consent of Mangini, Traeger & Company, P.C.
Consent of Silverstein, Loftus & Ross, CPAs, P.C.
Consent of Bradshaw, Gordon & Clinkscales, P.A.
Consent of Drunagel, Johnson, Rutherford & Wilkins, P.C.
Consent of Ernest T. Northrup.
Consent of Robert Del Riego.
Consent of Sewell & Co., Inc.
23.3 Consent of Houlihan Lokey Howard & Zukin.
24.1* Power of Attorney.
</TABLE>
- ------------
* Incorporated herein by reference to the Company's Registration Statement
on Form SB-2, File No. 333-4541.
<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 for filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Melville, New York on July 3, 1996.
FAMILY GOLF CENTERS, INC.
By: /s/ Dominic Chang
-------------------------------
Dominic Chang
Chairman of the Board,
President, and
Chief Executive Officer
In accordance with 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 stated.
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<CAPTION>
SIGNATURE TITLE DATE
- ---------------------- ---------------------------------------- -------------
<S> <C> <C>
/S/ Dominic Chang Chairman of the Board, President
- ---------------------- and Chief Executive Officer
Dominic Chang (Principal Executive Officer) July 3, 1996
* Chief Financial Officer and Director
- ---------------------- (Principal Financial and Accounting
Krishnan P. Thampi Officer) July 3, 1996
*
- ----------------------
James Ganley Director July 3, 1996
*
- ----------------------
Jimmy C.M. Hsu Director July 3, 1996
*
- ----------------------
Yupin Wang Director July 3, 1996
/s/ Dominic Chang
*By: -----------------
Dominic Chang
Attorney-in-Fact
</TABLE>
<PAGE>
[LETTERHEAD OF SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP]
July 3, 1996
Family Golf Centers, Inc.
225 Broadhollow Road
Melville, New York 11747
Ladies and Gentlemen:
You have requested our opinion, as counsel for Family Golf Centers,
Inc., a Delaware corporation (the "Company") in connection with the
registration statement on Form SB-2 (the "Abbreviated Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), for the registration
of 460,000 shares of common stock, par value $.01 per share, of the Company
(the "Common Stock"). The Abbreviated Registration Statement relates to the
same class of securities registered pursuant to the Company's Registration
Statement on Form SB-2 (No. 333-4541) declared effective yesterday (the
"Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering of 3,000,000 shares (or upon the
exercise of the Underwriters' Over-Allotment Option, up to 3,450,000 shares) of
Common Stock of which 3,000,000 shares are being sold by the Company and
450,000 are being sold by certain stockholders of the Company.
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. It is our
opinion that when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company and
the selling stockholders, when issued (in the case of the shares of Common
Stock to be sold by the Company), delivered, and paid for in the manner
described in the form of Underwriting Agreement filed as Exhibit 1.1 to the
Initial Registration Statement will be legally issued, fully paid and
nonassessable.
<PAGE>
Family Golf Centers, Inc.
July 3, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Initial Registration Statement. In so doing, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Squadron, Ellenoff, Plesent & Sheinfeld, LLP
Squadron, Ellenoff, Plesent &
Sheinfeld, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to use in this Registration Statement on Form SB-2 of
our report dated March 15, 1996 relating to the consolidated financial
statements of Family Golf Centers, Inc. and subsidiaries, and to the
reference to our Firm under the caption "Experts" in the Prospectus.
/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
New York, New York
July 3, 1996
[LETTERHEAD OF CHARLES W. CAIRNES JR. P.A.]
CONSENT OF INDEPENDENT AUDITORS
I hereby consent to the use in this Registration Statement on Form SB-2
of my report dated June 8, 1996, relating to the financial statements of
W.A.G.N. Partners and to the reference to my Firm under the caption "Experts"
in the prospectus.
/s/ Charles W. Cairnes Jr.
- ---------------------------------------------
Charles W. Cairnes Jr. PA CPA
North Palm Beach, FL
July 3, 1996
<PAGE>
[LETTERHEAD OF CHARLES W. CAIRNES JR. P.A.]
CONSENT OF INDEPENDENT AUDITORS
I hereby consent to the use in this Registration Statement on Form SB-2
of my report dated June 8, 1996, relating to the financial statements of
Golf & Sports Center of the Palm Beaches, Inc. and to the reference to my Firm
under the caption "Experts" in the prospectus.
/s/ Charles W. Cairnes Jr.
- ---------------------------------------------
Charles W. Cairnes Jr. PA CPA
North Palm Beach, FL
July 3, 1996
<PAGE>
FORM OF AUDITORS' CONSENT
CONSENT OF INDEPENDENT AUDITORS'
We hereby consent to the use in this Registration Statement on Form SB-2 of
our report dated June 6, 1996, relating to the financial statements
of Catalina Golf Center and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Robert Decker, CPA
- ------------------------------
Robert Decker, CPA
Tucson, Arizona
July 3, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated June 6, 1996, relating to the financial statements of K.G.
Golf, Inc. and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Goffena & Baker, CPA
- ---------------------------------
Goffena & Baker, CPA
Fairfield, Ohio
July 3, 1996
<PAGE>
[LETTERHEAD OF BDO SEIDMAN, LLP]
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated June 5, 1996, relating to the financial statements of Tree
Court Golf & Recreational Complex, Inc. and to the reference to our Firm under
the caption "Experts" in the Prospectus.
/s/ BDO Seidman LLP.
St. Louis, Missouri
July 3, 1996
<PAGE>
[LETTERHEAD OF SHANHOLT GLASSMAN HOFFMAN KLEIN & CO.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated February 7, 1996, relating to the financial statements of
Indian River Golf-o-Rama, Inc. as of December 31, 1995 and 1994, and to the
reference to our Firm under the caption "Experts" in the Prospectus.
SHANHOLT GLASSMAN HOFFMAN KLEIN & CO., P.C.
By /s/ Mitchell Waxman
---------------------------
Mitchell Waxman, CPA
New York, NY
July 3, 1996
<PAGE>
[LETTERHEAD OF ANNE EVANS GORRY, P.C.]
CONSENT OF INDEPENDENT AUDITOR
I hereby consent to the use in this Registration Statement on Form SB-2
of my report dated February 12, 1996, relating to the financial statements of
Owls Creek Golf Center, Inc. and to the reference to my Firm under the
caption "Experts" in the Prospectus.
/s/ Anne Evans Gorry
- -----------------------
Anne Evans Gorry, P.C.
Virginia Beach, Virginia
July 3, 1996
<PAGE>
[LETTERHEAD OF EHRENKRANTZ AND COMPANY]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated February 28, 1996, relating to the financial statements of
Flemington Golf & Sports Center LCC and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ Ehrenkrantz and Company
----------------------------
Ehrenkrantz and Company
Roseland, New Jersey
July 3, 1996
<PAGE>
[LETTERHEAD OF MANGINI, TRAEGER & COMPANY, P.C.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated April 8, 1996, relating to the financial statements of
202 Golf Associates, Inc. and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ Mangini, Traeger & Company, P.C.
- ----------------------------
Mangini, Traeger & Company, P.C.
Armonk, New York
July 3, 1996
<PAGE>
[LETTERHEAD OF SILVERSTEIN LOFTUS & ROSS, CPAs, P.C.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated July 12,1995, relating to the financial statements of
Hiland Park Golf Course and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ SILVERSTEIN, LOFTUS & ROSS, CPAs, P.C.
- -----------------------------------------
SILVERSTEIN, LOFTUS & ROSS, CPAs, P.C.
Queensbury, New York
July 3, 1996
<PAGE>
[LETTERHEAD OF BRADSHAW, GORDON & CLINKSCALES, P.A.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated April 25, 1995, relating to the financial statements of
Pelham Enterprises, Inc., and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ Roger B. Clinkscales
- ----------------------------------------
Bradshaw, Gordon & Clinkscales, P.A.
Greenville, South Carolina
July 3, 1996
<PAGE>
[LETTERHEAD OF DRUNAGEL, JOHNSON, RUTHERFORD & WILKINS, P.L.C.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated August 8, 1995, relating to the financial statements of
RFC Enterprises, Incorporated and to the reference to our Firm under the
caption "Experts" in the Prospectus.
/s/ Drunagel, Johnson, Rutherford & Wilkins, P.L.C.
- ---------------------------------------------------
DRUNAGEL, JOHNSON, RUTHERFORD & WILKINS, P.L.C.
Warrenton, Virginia
July 3, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the Registration Statement on Form SB-2 of our
reports dated November 7, 1995, relating to the financial statements of UPPER
HEMBREE PARTNERS, LP and to the reference to our Firm under the caption
"Experts" in the Prospectus.
/s/ Ernest T. Northrup
- -----------------------------------------
(company signature)
ERNEST T. NORTHRUP, CPA
- -----------------------------------------
(company name)
Atlanta, GA
- -----------------------------------------
(city, state)
July 3, 1996
- -----------------------------------------
(date)
<PAGE>
[LETTERHEAD OF ROBERT DEL RIEGO]
CONSENT OF INDEPENDENT AUDITOR
I hereby consent to the use in this Registration Statement of Form SB-2
of my report dated September 14, 1995 relating to the financial statements of
The Practice Tee, Inc. and to the reference to my firm under the caption
"Experts" in the prospectus.
/s/ Robert Del Riego
- ----------------------------------------
Robert Del Riego
Certified Public Accountant
Manhattan Beach, California
July 3, 1996
<PAGE>
[LETTERHEAD OF SEWELL & Co., Inc.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form SB-2
of our report dated November 2, 1995 relating to the financial statements of
Golf Masters Limited Partnership and Airdome Limited Partnership, and to the
reference to our Firm under the captions "Summary Financial information",
"Selected Financial Data" and "Experts" in the Prospectus.
/s/ Sewell & Co., Inc.
- ---------------------------------------------------
Cleveland, Ohio
July 3, 1996
[LETTERHEAD OF HOULIHAN LOKEY HOWARD & ZUKIN, INC.]
CONSENT OF HOULIHAN LOKEY HOWARD & ZUKIN, INC.
The Board of Directors
of Family Golf Centers, Inc.
We hereby consent to the reference to our name and our opinion, dated
October 30, 1995 in the Registration Statement of Family Golf Centers, Inc. and
to the inclusion of our opinion, in its entirety as an exhibit to such
Registration Statement.
HOULIHAN LOKEY HOWARD & ZUKIN, INC.
/s/ Robert F. Howard
- ---------------------------------------------------
Robert F. Howard
Senior Managing Director
Dated: July 3, 1996
