<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2000.
Registration No. 333-38560
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HOMESEEKERS.COM, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 87-0397464
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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, ESQ.
JONES, DAY, REAVIS & POGUE
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601-1692
(312) 782-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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.
333-38560
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.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Amount To Proposed Maximum Proposed Maximum
Title of Each Class of Be Registered Offering Price Aggregate Amount of
Securities To Be Registered (1)(2) Per Share (3) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001
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per share 347,639 $2.375 $825,642.63 $217.97
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(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 347,639 shares of outstanding
common stock the selling shareholders own outright.
(2) Does not include an aggregate of 3,178,210 shares of common stock
registered by HomeSeekers.com, Incorporated on its registration
statement on Form S-3 (Registration No. 333-38560) 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) based on the average of the
high and low prices on the Nasdaq SmallCapMarket on August 17, 2000.
<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. 333-38560) filed with the Securities and Exchange Commission
on June 5, 1999, relating to the offering of 3,178,210 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 347,639 shares of our common stock.
We hereby certify to the Securities and Exchange Commission that:
- 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 August 21, 2000);
- we will not revoke those instructions;
- we have sufficient funds in the relevant account to cover the
amount of the filing fee; and
- we will confirm receipt of the instructions by our bank during
the bank's regular hours of business no later than August 21,
2000.
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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 21st day of August, 2000.
HOMESEEKERS.COM, INCORPORATED
By: /s/ Gregory L. Costley
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Gregory L. Costley, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/GREGORY L. COSTLEY Chairman of the Board and Chief August 21, 2000
----------------------------- Executive Officer
Gregory L. Costley (Principal Executive Officer and
Principal Financial Officer)
* President, Chief Operating Officer August 21, 2000
----------------------------- and Director
John Giaimo
* Vice Chairman of the Board, August 21, 2000
----------------------------- Executive Vice President and Director
Doug Swanson
* Chief Technology Officer and Director August 21, 2000
-----------------------------
Greg Johnson
* Director August 21, 2000
-----------------------------
Bradley N. Rotter
* Director August 21, 2000
-----------------------------
David Holmes
</TABLE>
<PAGE>
* 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.
<TABLE>
<S> <C>
/s/ Gregory L. Costley August 21, 2000
------------------------------------
Gregory L. Costley, Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Jenkins & Carter regarding the validity of the
Securities
23.1 Consent of Albright, Persing & Associates, Limited
23.2 Consent of Jenkins & Carter (included in Exhibit 5.1)
24.1 Powers of Attorney*
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* Previously filed.
