As filed with the Securities and Exchange Commission on March 27, 2000
Registration No. 333-92119
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
HOMESEEKERS.COM, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0397464
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6490 South McCarran Boulevard
Suite D-28
Reno, Nevada 89509
(775) 827-6886
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
------------------------
Gregory L. Costley, CEO
HomeSeekers.com, Incorporated
6490 South McCarran Boulevard
Suite D-28
Reno, Nevada 89509
(775)827-6886
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------
Copies to:
Timothy J. Melton
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 60601
(312) 782-3939
------------------------
Approximate date of commencement of proposed sale to the public:
From time to time as determined by market conditions and other factors.
------------------------
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. |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. |X| Registration
No. 333-92119
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Amount To Proposed Proposed Maximum Amount Of
Title Of Each Class Of Be Registered Maximum Offering Aggregate Registration
Securities To Be Registered (1)(2) Price Per Share(3) Offering Price Fee
--------------------------- ------ ------------------ -------------- ---
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share (4). . . . 413,207 $15.60 $6,446,030 $1,702
===================================================================================================================================
</TABLE>
(1) The shares of common stock being registered hereunder are being registered
for resale by the selling shareholders named in the prospectus and consist
of an aggregate of 248,207 shares of common stock the selling shareholders
own outright and an aggregate of 165,000 shares issuable to the selling
shareholders upon exercise of outstanding warrants.
(2) Does not include an aggregate of 6,188,169 shares of common stock
registered by HomeSeekers.com, Incorporated on its registration statement
on Form S-3 (Registration No. 333-92119) to which this registration
statement relates.
(3) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) and (g) based on the average of
the high and low sales prices of the common stock on the Nasdaq Small Cap
Market on March 22, 2000.
(4) Pursuant to Rule 416, there are also being registered such additional
shares of common stock as may be issuable pursuant to the antidilution
provisions of the warrants.
<PAGE>
EXPLANATORY NOTE AND
INCORPORATION BY REFERENCE OF SELECTED INFORMATION
This registration statement is filed by HomeSeekers.com, Incorporated
with the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933. The contents of our registration statement on Form S-3
(Registration No. 333-92119) filed with the Securities and Exchange Commission
on December 3, 1999, relating to the offering of 6,188,169 shares of common
stock by selling shareholders are hereby incorporated herein by reference. This
registration statement is filed solely for the purpose of registering an
additional 413,207 shares of our common stock, including shares issuable upon
the exercise of outstanding warrants.
We hereby certify to the Securities and Exchange Commission that:
o we have instructed our bank to pay the Securities and Exchange
Commission the filing fee set forth on the cover page of this
registration statement by a wire transfer of that amount to
the account of the Securities and Exchange Commission at
Mellon Bank as soon as practicable (but no later than the
close of business on March 27, 2000);
o we will not revoke those instructions;
o we have sufficient funds in the relevant account to cover the
amount of the filing fee; and
o we will confirm receipt of the instructions by our bank during
the bank's regular hours of business no later than March 27,
2000.
<PAGE>
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
post-effective amendment to registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Reno, State of
Nevada, on the 27th day of March, 2000.
HOMESEEKERS.COM, INCORPORATED
By: /s/ Gregory L. Costley
---------------------------
Gregory L. Costley, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, Chief March 27, 2000
/s/ Gregory L. Costley Executive Officer and Director
- - ------------------------------------------------- (Principal Executive Officer)
Gregory L. Costley
Chief Financial Officer
/s/ James A. Dykstra (Principal Accounting Officer and March 27, 2000
- - ------------------------------------------------- Principal Financial Officer)
James A. Dykstra
President, Chief Operating Officer
* and Director March 27, 2000
- - -------------------------------------------------
John Giaimo
Vice Chairman of the Board,
* Executive Vice President and March 27, 2000
- - ------------------------------------------------- Director
Doug Swanson
* Chief Technology Officer March 27, 2000
- - ------------------------------------------------- and Director
Greg Johnson
* Director March 27, 2000
- - -------------------------------------------------
Bradley N. Rotter
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 27, 2000
- - -------------------------------------------------
David Holmes
</TABLE>
* The undersigned, by signing his name hereto, does hereby sign and execute this
post-effective amendment to registration statement pursuant to a power of
attorney executed by the above-named officers and directors of the registrant
that has been filed with the Securities and Exchange Commission on behalf of
such officers and directors.
/s/ Gregory L. Costley March 27, 2000
- - -----------------------------------------------
Gregory L. Costley, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibits Description of Documents
- - -------- ------------------------
5.1 Opinion of Jenkins & Carter
23.1 Consent of Albright, Persing & Associates, Limited
23.2 Consent of Jenkins & Carter (included in Exhibit 5.1)
24.1 Power of Attorney*
- - ----------
* Previously filed.
March 24, 2000
HomeSeekers.com, Incorporated
2241 Park Place, Suite E
Minden, NV 89423
Re: Opinion and Consent of Jenkins & Carter
Amendment to Registration Statement on Form S-3;
HomeSeekers.com, Incorporated (the "Company")
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities Exchange Commission with respect to the registration for public sale
of 413,207 shares (the "Registerable Shares") of common stock, $.001 par value
(the "Common Stock"), including up to 165,000 shares of Common Stock reserved
for issuance upon exercise of certain outstanding warrants (the "Reserved
Shares").
In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (i) the Articles of
Incorporation, as amended, and Bylaws of the Company; (ii) resolutions of the
Board of Directors of the Company authorizing the offering and the issuance of
the Common Stock and related matters; (iii) the Registration Statement and the
exhibits thereto; and (iv) such other matters of law as we have deemed necessary
for the expression of the opinion herein contained.
Based upon the foregoing, we are of the opinion that: (i) the currently
outstanding Registerable Shares have been legally issued and are fully paid and
non-assessable; and (ii) the Reserved Shares, when issued and upon payment of
the agreed upon consideration therefore, will be legally issued, fully paid and
non-assessable if all terms and conditions of the applicable warrants are
complied with.
The opinions set forth above are subject to the following
qualifications:
(a) We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to
us as copies and the authenticity of the originals of all such
latter documents. We have also assumed the accuracy of the
factual matters contained in the documents we have examined.
<PAGE>
HomeSeekers.com, Incorporated
March 24, 2000
Page -2-
(b) Where documents delivered to us by the Company and its
representatives state that the officers and directors of the
Company have taken actions with respect to the Registerable
Shares or the Reserved Shares, we have assumed that such
actions have been taken.
(c) We have assumed the due execution and delivery for value of
all agreements pertaining to the Registerable Shares and the
Reserved Shares by the holders of such shares, other than the
Company.
(d) We have relied (to the extent we have no contrary knowledge),
without investigation, as to matters of fact upon certificates
furnished by officers of the Company whose positions and
authority would reasonably require them to have knowledge of
the facts certified, and by public officials, and search
reports of recognized search companies.
(e) We are qualified to practice law in the State of Nevada and
have not made a special examination of any law other than the
law of the State of Nevada. Accordingly, in connection with
the rendering of this opinion, we express no opinion as to the
laws of any state, or as to any matter subject to such laws,
other than the current laws of the State of Nevada. We have
assumed that, if and where applicable, laws of other states
are the same as the laws of the State of Nevada.
(f) Our opinion is limited to matters expressly set forth herein
and no opinion is to be implied or inferred beyond the matters
expressly so stated.
(g) Our opinion is subject to and limited by (i) all applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of
creditors' rights generally; (ii) all rights which may inhere
in the Internal Revenue Service or any state or local taxing
authorities under the tax laws of the United States of America
and the several states; and (iii) general equitable principles
regardless of whether such enforceability is considered in a
proceeding at law or in equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to use our name under the caption "Legal Matters" in
the prospectus comprising part of the Registration Statement. However, this
opinion is furnished only for your benefit and may not be relied upon by any
other person or entity without our express prior written consent. This opinion
<PAGE>
HomeSeekers.com, Incorporated
March 24, 2000
Page -3-
speaks only as of the date hereof and is limited to present statutes, laws and
regulations and to the facts as they currently exist, and we have assumed no
obligation to update or supplement this opinion.
Sincerely yours,
/s/ Jerry C. Carter
-------------------
Jerry C. Carter
JCC/vp
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Amendment to the Registration Statement of
HomeSeekers.com, Incorporated on Form S-3 of our report dated July 22, 1999 and
August 4, 1999 on the consolidated balance sheets of HomeSeekers.com,
Incorporated as of June 30, 1999 and 1998, and the related statements of
operations, stockholders' deficit and cash flows for the years then ended.
We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
/s/ Albright, Persing Associates, Ltd.
- - ----------------------------------------
ALBRIGHT, PERSING ASSOCIATES, LTD.
Reno, Nevada
March 27, 2000
