<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
ON
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
--------------------
FAMILY GOLF CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-3223246
(State or jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
Family Golf Centers, Inc.
538 Broadhollow Road
Melville, New York 11747
(516) 694-1666
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Dominic Chang, Chief Executive Officer
Family Golf Centers, Inc.
538 Broadhollow Road
Melville, New York 11747
(516) 694-1666 / (516) 694-0918 (Fax)
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
Kenneth R. Koch, Esq. Paul Jacobs, Esq.
Squadron, Ellenoff, Plesent & Fulbright & Jaworski L.L.P.
Sheinfeld, LLP 666 Fifth Avenue
551 Fifth Avenue New York, New York 10103
New York, New York 10176 (212) 318-3000/(212) 752-5958 (Fax)
(212) 661-6500/ (212) 697-6686 (Fax)
APPROXIMATE DATE 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. [ ]
<PAGE>
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.
[X] FILE NO. 333-53503.
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
PROPOSED
MAXIMUM PROPOSED
OFFERING PRICE MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 575,000 shares(2) $24.875 $14,303,125 $4,219.42
$.01 per share
===================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
(2) Includes 75,000 shares of Common Stock which the Underwriters have
the option to acquire solely to cover over-allotments, if any.
----------------------------------------------
===============================================================================
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3,
FILE NO. 333-53503
Family Golf Centers, Inc. (the "Company") hereby incorporates by
reference into the Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3, as amended (File No. 333-53503), declared
effective on July 22, 1998 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>
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 this Registration Statment on Form S-3
("Registration Statement") and authorized this Registration Statement to be
signed on its behalf by the undersigned, in the city of Melville, State of New
York on July 22, 1998.
FAMILY GOLF CENTERS, INC.
By: /s/ Jeffrey C. Key
--------------------------------
Jeffrey C. Key
Chief Financial 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.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board July 22, 1998
_____________________ and Chief Executive
Dominic Chang Officer (Principal
Executive Officer)
* President, Chief Operating July 22, 1998
_____________________ Officer, Assistant
Krishnan P. Thampi Secretary, Treasurer and
Director
* Chief Financial Officer July 22, 1998
_____________________ (Principal Accounting and
Jeffrey C. Key Financial Officer)
* Director July 22, 1998
_____________________
Yupin Wang
Director July 22, 1998
_____________________
James Ganley
Director July 22, 1998
_____________________
Jimmy C.M. Hsu
- - --------------
* By Jeffrey C. Key, individually and as attorney-in-fact.
<PAGE>
OFFICER'S CERTIFICATE
THE UNDERSIGNED, Pamela S. Charles, the duly elected Vice President
and Secretary of Family Golf Centers, Inc., a Delaware corporation (the
"Registrant"), does hereby certify as follows:
(i) The Registrant has instructed its bank to transmit to the
Securities and Exchange Commission (the "Commission") $4,219.42, representing
the registration filing fee, by wire transfer of such amount from the
Registrant's account to the Commission's account at Mellon Bank as soon as
practicable but no later than the close of business tomorrow;
(ii) The Registrant will confirm the bank's receipt of such
instructions during regular business hours tomorrow;
(iii) The Registrant will not revoke such instructions;
(iv) The Registrant has sufficient funds in the Registrant's account
to cover the amount of the filing fee.
IN WITNESS WHEREOF, I have executed this Certificate this 22nd day of
July 1998.
/s/ Pamela S. Charles
------------------------------
Pamela S. Charles
Vice President and Secretary
<PAGE>
EXHIBITS
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP.
23.1(A) Consent of Richard A. Eisner & Company
23.1(B) Consent of Richard A. Eisner & Company
23.2 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(contained in Opinion filed as Exhibit 5.1).
23.3 Consent of KPMG.
23.4 Consent of Feldman, Gutterman, Meinberg & Co.
23.5 Consent of Arthur Andersen LLP
*24.1 Power of Attorney
- - --------------
* Incorporated herein by reference to the Company's Registration Statement of
Form S-3, File No. 333-53503.
<PAGE>
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
July 22, 1998
Family Golf Centers, Inc.
538 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 S-3 (the "Abbreviated Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), for the registration
of 575,000 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 of Form S-3 (No. 333-53503) declared effective on July 22, 1998 (the
"Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering of up to 4,600,000 shares
(including up to 600,000 shares issuable upon exercise of the Underwriters'
Over-Allotment Option) of Common Stock, all of which are being sold by 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,
when issued, 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 22, 1998
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 or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Squadron, Ellenoff, Plesent &
Sheinfeld, LLP
<PAGE>
EXHIBIT 23.1(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in this Registration Statement on Form S-3 of the
inclusion by reference of our reports dated i) March 26, 1998, except as to
Notes M and N as to which the dates are June 30, 1998 and July 21, 1998,
respectively on our audit of the financial statements of Family Golf Centers,
Inc. and subsidiaries and ii) March 26, 1998 except as to Notes B and P as to
which the dates are June 30, 1998 and July 21, 1998, respectively, on our audit
of the supplemental financial statements of Family Golf Centers, Inc. and
subsidiares as at December 31, 1997 and December 31, 1996 and for each of the
years in the three-year period ended December 31, 1997. We also consent to the
inclusion by reference to our firm under the caption "Experts".
/s/ Richard A. Eisner & Company, LLP
New York, New York
July 21, 1998
<PAGE>
EXHIBIT 23.1(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in this Registration Statement on Form S-3 of the
inclusion by reference of our report dated April 10, 1998 on our audit of the
financial statements of MetroGolf Incorporated and subsidiaries as at December
31, 1997 and for the year then ended. We also consent to the inclusion by
reference to our firm under the caption "Experts".
/s/ Richard A. Eisner & Company, LLP
New York, New York
July 21, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
The Board of Directors
Eagle Quest Golf Centers Inc.:
We consent to the use of our report dated March 13, 1998, except as to
note 16(a) which is as of April 2, 1998, with respect to the consolidated
balance sheets of Eagle Quest Golf Centers Inc. and subsidiaries as at December
31, 1997 and 1996 and the related consolidated statements of operations,
shareholders' equity (deficit) and cash flows for the year ended December 31,
1997 and the period from incorporation on February 5, 1996 to December 31,
1996, which report appears in the Form S-3 of Family Golf Centers, Inc. dated
on or about July 21, 1998. Our report includes additional comments for U.S.
readers on Canada-U.S. reporting differences with respect to conditions and
events that cause substantial doubt as to Eagle Quest's ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty. We also
consent to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG
Chartered Accountants
Vancouver, Canada
July 21, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Registration Statement on Form S-3 of
inclusion by reference of our report dated June 27, 1997 of our audit of the
financial statements of Leisure Complexes, Inc. as at December 31, 1996. We
also consent to the inclusion by reference to our firm under the caption
"Experts."
/s/ Feldman, Gutterman, Meinberg and Co.
July 21, 1998
Manhasset, New York
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use
of our reports (and to all references to our Firm) included in or made a part
of this registration statement.
/s/ Arthur Andersen LLP
West Palm Beach, Florida,
July 21, 1998.
