As filed with the Securities and Exchange Commission on June 9, 1998
Registration 33-89194
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM SB-2
ON
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MVSI, INC.
(Exact name of Registrant as specified in its charter)
Delaware 54-1707718
(State or other jurisdiction of
incorporation or organization) (IRS employer
identification number)
8133 Leesburg Pike, Suite 750
Vienna, Virginia 22182
(703) 356-5353
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Paul W. Richter, President, Chief Operating Officer &
Director of Legal Affairs
MVSI, INC.
8133 Leesburg Pike, Suite 750
Vienna, Virginia 22182
(703) 356-5353
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes effective.
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, check the following box: x
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 of 1933, check the following box
and list the Securities Act registration statement number of the earlier
effective registration for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box [ ].
THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT TO THE
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 POST EFFECTIVE AMENDMENT
TO THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
This Post Effective Amendment No. 3 to the Registration Statement on Form
SB-2 on Form S-3 is being filed solely to correct a typographical error in the
section entitled "Prospectus Summary. Recent Developments: Status of
Underwriters' Purchase Option" in the Post-Effective Amendment No. 2 to the
Form SB-2 Registration Statement on Form S-3 (File No. 33-89194), which
was filed by the Registrant with the Commission on November 13, 1997.
The corrected section is set forth in its entirety below. The applicable
filing fees have been previously paid.
PROSPECTUS SUMMARY
Recent Developments
Status of Underwriters' Purchase Option. Pursuant to the Offering, the
lead underwriter, Stratton Oakmont, Inc. of Lake Success, New York
(the "IPO Underwriter"), was issued an Underwriters' Purchase Option to
purchase 180,000 of the Company's Units, each Unit consisting of two (2)
shares of Common Stock and two Class A Warrants, which Units have not been
exercised as of the date of this Prospectus.
The IPO Underwriter was expelled from the securities industry by
the National Association of Securities Dealers, Inc. ("NASD") on
December 5, 1996. On or about January 24, 1997, the IPO Underwriter
sought protection from creditors by filing a petition under Chapter XI of
the U.S. Bankruptcy Code (Case Number 97-40501) (the "Bankruptcy Case")
in the United States Bankruptcy Court for the Southern District of
New York (Manhattan Division) (the "Bankruptcy Court"). Subsequent to
the filing of the petition, the Bankruptcy Court approved a
motion by the Securities Investor Protection Corporation to appoint
a Trustee for the IPO Underwriter in the Bankruptcy Case to liquidate
certain of the IPO Underwriters' assets under the Securities Investor
Protection Act of 1970 and U.S. Bankruptcy Code.
As a result of the aforementioned and pending bankruptcy proceedings
involving the IPO Underwriter, and the assertion of third party ownership
claims to the Underwriters' Purchase Option, the Company is uncertain
about the current ownership of the Underwriters' Purchase Option and
believes that the U.S Bankruptcy Code prevents the redemption of the
Class A Warrants underlying the Underwriters' Purchase Option at
this time. Therefore, the Company is uncertain as of the date of
this Prospectus when and if it would be able to redeem the Class A
Warrants underlying the Underwriters' Purchase Option. On November 12,
1997, the Company sent a letter to the Trustee for the Bankruptcy
Case, to notify the Trustee of the existence of the Underwriters' Purchase
Option. Once the legal ownership is determined, the owner could decide
to exercise the Underwriters' Purchase Option by paying the Company
$11.55 per Unit, aggregating $2,079,000 plus an additional $6.60 per
share of Common Stock that would be issued in lieu of the 360,000
Class A Warrants underlying the Underwriters' Purchase Option,
which entitlement to purchase would remain effective until August 14, 2000.
PART TWO
INFORMATION NOT REQUIRED IN PROSPECTUS
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 County of Fairfax, Virginia on June 8, 1998.
Date 6/5/98 By: /s/ PAUL W. RICHTER
Paul W. Richter, Director, President and
Chief Operating Officer
MVSI, INC.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ EDWARD RATKOVICH 6/8/98
Edward Ratkovich Chairman of the
Board and
Chief Executive Officer
/s/ PAUL W. RICHTER
Paul W. Richter President, Chief Operating Officer
and Director 6/8/98
/s/ MARK J. MCKNIGHT
Mark J. McKnight, Chief Financial Officer,
Controller and
Secretary 6/8/98
/s/EDWARD P. ROBERTS
Edward P. Roberts Director 6/8/98
/s/ CLIVE G. WHITTENBURY, Director
Clive G. Whittenbury, Ph.D. 6/8/98
/s/ ABBAS FATHI
Abbas Fathi Director 6/8/98
