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As filed with the Securities and Exchange Commission on February 12, 1997
Registration No. 333-21575
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
MIKE'S ORIGINAL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 2024 11-3214529
(State or Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
Michael Rosen
Chief Executive Officer
Mike's Original, Inc.
131 Jericho Turnpike 131 Jericho Turnpike
Jericho, New York 11753 Jericho, New York 11753
(516) 334-8500 (516) 334-8500
(Address and telephone number (Name, address and telephone number
of principal executives and of agent for service)
principal place of business)
Copies to:
Adam S. Rosenberg, Esq. Michael Beckman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C. Beckman & Millman, P.C.
100 Jericho Quadrangle, Suite 225 116 John Street
Jericho, New York 11753 New York, New York 10038
(516) 822-4820 (212) 227-6777
(516) 822-4824 Fax (212) 227-1486 Fax
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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 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 [X].
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Offices
See "Management -- Personal Liability and Indemnification of Directors".
Item 25. Other Expenses of Issuance and Distribution
The estimated expenses of the distribution, all of which are to be borne by
the Company, are as follows:
SEC Registration Fee. . . . . . . . . . . . . . . . . $ 6,837
NASD Filing Fee . . . . . . . . . . . . . . . . . . . 2,756
Philadelphia Stock Exchange Fee . . . . . . . . . . . 7,500
Blue Sky Fees and Expenses. . . . . . . . . . . . . . 35,000
Transfer Agent Fees . . . . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses. . . . . . . . . . . . . 75,000
Legal Fees and Expenses . . . . . . . . . . . . . . . 175,000
Printing and Engraving. . . . . . . . . . . . . . . . 60,000
Underwriter's Non-Accountable
Expense Allowance. . . . . . . . . . . . . . . . . 103,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . 54,907
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Total. . . . . . . . . . . . . . . . . . . . . . . $ 525,000
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Item 26. Recent Sales of Unregistered Securities
1. In May 1994, the Company issued an aggregate of 1,133,333 shares of
Common Stock to its founding stockholders. This was a transaction by the issuer
not involving any public offering which was exempt from the registration
requirements under the Securities Act pursuant to Section 4(2) thereof.
2. From November 1994 to May 1995, the Company issued an aggregate of
approximately 180,667 shares of Common Stock to 206 purchasers. These
transactions by the Company did not involve any public offering and were exempt
from the registration requirements under the Securities Act pursuant to Section
3(b) thereof and Rule 504 of Regulation D promulgated pursuant thereto.
3. In April 1995, the Company issued 5,128 shares of its Common Stock to a
consultant in consideration of his efforts in assisting in various matters for
the Company during the fiscal year ended March 31, 1994 and 1995. These
transactions by the Company did not involve any public offering and were exempt
from the registration requirements under the Securities Act pursuant to Section
4(2) thereof.
4 In September 1995, the Company issued 7,179 shares of its common stock to
certain individuals for services rendered on behalf of the Company during the
nine month period ending December 31, 1995. These transactions by the Company
did not involve any public offering and were exempt from the registration
requirements under the Securities Act pursuant to Section 4(2) thereof.
5. In February 1996, the Company issued $325,000 principal amount of 12%
convertible notes payable in August 1996 to four purchasers thereof. These
transactions by the Company did not involve any public offering and were exempt
from the registration requirements under the Securities Act pursuant to Section
4(2) thereof.
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6. In October 1996, the Company issued 19,231 shares of Common Stock to two
consultants as payment for services rendered during the year ended December 31,
1996. These transactions by the Company did not involve any public offering and
were exempt from the registration requirements under the Securities Act pursuant
to Section 4(2) thereof.
7. In May 1996, the Company issued two 10% notes each in the amount of
$50,000 to two purchasers. These transactions by the Company did not involve any
public offering and were exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof.
8. In May 1996, the Company issued 50,000 shares of Common Stock to certain
persons for services rendered. These transactions by the Company did not involve
any public offering and were exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof.
9. In June through September 1996, the Company sold $1,537,500 principal
amount of Second Private Placement Units, each Second Private Placement Unit
consisted of one $2,500 principal amount of 12% promissory notes and 7,500
shares of Common Stock, to 36 persons, including the exchange of the notes
referred to in paragraph 3, in private transactions by the issuer not involving
any public offering which were exempt from registration requirements under the
Securities Act pursuant to Section 4(2) thereof and Rule 506 of Regulation D
promulgated pursuant thereto.
10. In December 1996, the Company issued an 8% convertible promissory note
in the amount of $225,000, which is convertible at the option of the holder into
200,000 shares of Common Stock. This transaction by the Company did not involve
any public offering and were exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof.
11. In January 1997, the Company issued an 8% convertible promissory note
in the amount of $100,000, which is convertible at the option of the holder into
78,431 shares of Common Stock. This transaction by the Company did not involve
any public offering and were exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof.
Item 27. Exhibits.
1.1 Form of Underwriting Agreement.(**)
1.2 Form of Agreement Among Underwriters.(**)
1.3 Form of Selling Agreement.(**)
3.1 Restated Certificate of Incorporation of the Registrant.(**)
3.2 By-laws of the Registrant.(**)
4.1 Specimen Common Stock Certificate. (*)
4.2 Form of Warrant Agreement (including Warrant Certificate).(**)
4.3 Form of Underwriter's Purchase Option.(**)
5.1 Form of Opinion and Consent of Blau, Kramer, Wactlar & Lieberman, P.C.
regarding the legality of the securities being registered. (*)
10.1 Lease Agreement dated March 24, 1994 between the Registrant and Donald
E. Axinn, as amended.(**)
10.2 1995 Long Term Incentive Plan.(**)
10.3 1996 Non-Qualified Stock Option Plan.
10.4 Employment Agreement dated June 1, 1995 between the Registrant and
Michael Rosen, as amended.(**)
10.5 Employment Agreement dated November 1, 1996 between the Registrant and
Martin Weiss.(**)
10.6 Consulting Agreement dated November 4, 1996 the Registrant and Steven A.
Cantor.(**)
10.7 Consulting Agreement dated November 1, 1996 between the Registrant and
Alma Management Corp.(**)
10.8 Form of Second Private Placement Note.(**)
10.9 Form of Second Private Placement Unit Subscription Agreement.(**)
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10.10 Form of Indemnification Agreement between the Company and its officers and
directors.(**)
10.11 Credit Agreement dated April 10, 1996, as amended, between the
Registrant and The Penn Traffic Company.(**)
10.12 Manufacturing, Delivery & Pricing Agreement dated as of September 11,
1996 between the Registrant and Fieldbrook Farms.(**)
10.13 Distribution Agreement between the Registrant and Kraft Pizza Company.(**)
10.14 Distribution Agreement between the Registrant and Kraft Foods, Inc.(**)
10.15 Form of Consulting Agreement between the Company and the Underwriter. (*)
11 Earnings Per Share.(**)
16 Letter re: Change of Accountant. (*)
23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. (included in
Exhibit 5.1). (*)
23.2 Consent of Grant Thornton LLP(**)
25.1 Powers of Attorney.(**)
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(*) To be filed by amendment
(**) Previously filed
Item 28. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4) or 497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it effective.
(5) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each
purchaser.
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SIGNATURES
In accordance with the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized this
Amendment No. 1 to this registration statement to be signed on its behalf by
the undersigned, in Jericho, New York on the 12th day of February, 1997.
MIKE'S ORIGINAL, INC.
/s/ Michael Rosen
By:Michael Rosen, Chairman of the Board,
Chief Executive Officer
In accordance with the requirements of the Securities Act, this
registration statement was signed by the following persons in the
capacities indicated on February 12, 1997.
Signatures Title
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/s/ Michael Rosen
_______________________________ Chairman of the Board, Chief Executive
Michael Rosen Officer, President
*
_______________________________ Vice President-Finance,
Frederic D. Heller Chief Financial Officer and Director
*
_______________________________ Director
Martin Pilossoph
*
_______________________________ Director
Arthur G. Rosenberg
