AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION STATEMENT NO. 333-50387
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LOIS/USA INC.
(Name Of Small Business Issuer In Its Charter)
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Delaware 7311 13-3441962
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification
of Incorporation or Classification Code Number)
Organization) Number)
40 West 57th Street
New York, New York 10019
(212) 373-4700
(Address and Telephone Number of Principal Executive Offices)
(Address of Principal Place of Business or Intended Principal Place of Business)
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THEODORE VERU
CO-CHAIRMAN OF THE BOARD
LOIS/USA INC.
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 373-4700
(Name, Address and Telephone Number of Agent for Service)
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COPY TO:
JAMES R. TANENBAUM, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4982
(212) 806-5400
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration 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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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 SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
EXPLANATORY NOTE: Amendment No. 1 is being filed solely for the purpose of
filing Exhibit 5.1, opinion regarding legality (including Exhibit 23.2) to the
Registration Statement.
<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 Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned, in
the City of New York, State of New York, on the 1st day of May, 1998.
LOIS/USA INC.
By: /s/ Robert K. Stewart
Robert K. Stewart
Executive Vice President,
Chief Financial Officer and
Secretary
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
* Co-Chairman of the Board May 1, 1998
__________________ Co-Chief Executive Officer and Director
George Lois
* Co-Chairman of the Board, Co-Chief May 1, 1998
__________________ Executive Officer, President and Director
Theodore D. Veru
Executive Vice President, Chief Financial May 1, 1998
Robert K. Stewart Officer and Secretary (Principal
Financial Officer and Principal
Accounting Officer
* Director May 1, 1998
___________________
John N. Hatsopoulos
* Director May 1, 1998
___________________
David DeBusschere
* Director May 1, 1998
____________________
Dennison T. Veru
/s/ Robert K. Stewart
* by Robert K. Stewart, Attorney-in-Fact
EXHIBIT 5.1
May 1, 1998
LOIS/USA INC.
40 West 57th Street
New York, New York 10019
Re: Lois/USA Inc.
Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as special counsel for Lois/USA Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form SB-2 (the
"Registration Statement"), relating to the proposed sale by certain stockholders
of the Company (the "Selling Stockholders") of up to 332,714 shares of common
stock, $0.01 par value per share (the "Shares"). The Shares are to be sold from
time to time as set forth in the Registration Statement, the prospectus
contained therein and any amendments or supplements thereto.
As such counsel, we have examined copies of the Certificate of Incorporation, as
amended, and the Bylaws, as amended, of the Company, each as in effect as of the
date hereof, and the Registration Statement. We also have examined the original
or reproduced or certified copies of all such records of the Company, all such
agreements, certificates of officers and representatives of the Company and
others, and such other documents, papers, statutes and authorities as we deemed
necessary to form the basis of the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of copies of documents supplied to us by the Company and
others. As to certain matters of fact relevant to the opinions hereinafter
expressed, we have relied upon statements and certificates of officers of the
Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any law other than the laws of the State
of New York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the Shares
to be offered by the Selling Stockholders, when sold under the circumstances
contemplated in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming a
part of the Registration Statement. In giving such consent, we do not admit
hereby that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN LLP
STROOCK & STROOCK & LAVAN LLP
