-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P1YQsRyMTRqHqIyMDI2Ovuy/PJsVWXXkfhPZtzGIW92eBnQpSSRm1qtizG90kb7F WRCig8YTrmnmGf8zTTBAXg== 0000922423-02-000860.txt : 20020806 0000922423-02-000860.hdr.sgml : 20020806 20020805152755 ACCESSION NUMBER: 0000922423-02-000860 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020805 EFFECTIVENESS DATE: 20020805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 333-82010 FILM NUMBER: 02719636 BUSINESS ADDRESS: STREET 1: 1017 MAIN CAMPUS DRIVE STREET 2: SUITE 3900 CITY: RALEIGH STATE: NC ZIP: 27606 BUSINESS PHONE: 9195137020 MAIL ADDRESS: STREET 1: 1017 MAIN CAMPUS DRIVE STREET 2: SUITE 3900 CITY: RALEIGH STATE: NC ZIP: 27605 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 POS462B 1 kl08001_pos462b.txt POS462B As filed with the Securities and Exchange Commission on August 5, 2002 Registration No. 333-82010 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ATLANTIC TECHNOLOGY VENTURES, INC. (Exact name of registrant as specified in its charter) Delaware 8731 36-3898269 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification No.) incorporation or Classification Code organization) Number) 350 Fifth Avenue Suite 5507 New York, New York 10118 (212) 267-2503 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------- FREDERIC P. ZOTOS, ESQ. 350 Fifth Avenue Suite 5507 New York, New York 10118 (212) 267-2503 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- COPY TO: EZRA G. LEVIN, ESQ. Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022 (212) 715-9100 Approximate date of commencement of proposed sale to the public: At such time or times as may be determined by the selling shareholders after this 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, as amended (the "Securities Act"), check the following box. [ ] 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] 333-82010 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 the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Number of Proposed Maximum Shares Maximum Aggregate Amount of Title of Shares to be Offering Price Offering Registration to be Registered Registered Per Share(1) Price(1) Fee Due - -------------------------------------------------------------------------------- Common stock, par 833,331 $0.14 $116,666.34 $27.88 value $.001 per share (2) - -------------------------------------------------------------------------------- (1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low sales prices for Atlantic common stock reported on the NASD Over-the-Counter Bulletin Board on July 31, 2002. (2) Represent shares of Atlantic common stock that Atlantic agreed to issue to Joseph Stevens & Company, Inc., the placement agent under the placement agent agreement dated as of November 6, 2001, between Atlantic and Joseph Stevens, for services rendered relating to the private placement of our stock. 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 EXPLANATORY NOTE This Registration Statement is being filed under Rule 462(b) under the Securities Act of 1933, as amended, to register an additional 833,331 shares of common stock, par value $.001, of Atlantic Technology Ventures, Inc. These are shares Atlantic agreed to issue to Joseph Stevens & Company, Inc., the placement agent under the placement agent agreement dated as of November 6, 2001, between Atlantic and Joseph Stevens, for services rendered relating to the private placement of shares of our common stock. The contents of the Registration Statement on Form SB-2 (Registration No. 333-82010) filed by Atlantic with the SEC on February 14, 2002, including the exhibits thereto, which was declared effective by the Commission on February 14, 2002, are incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 on Form SB-2 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 26, 2002. ATLANTIC TECHNOLOGY VENTURES, INC. By: /s/ Frederic P. Zotos ---------------------------------- Name: Frederic P. Zotos Title: President and Chief Executive Officer By: /s/ Nicholas J. Rossettos ---------------------------------- Name: Nicholas J. Rossettos Title: Treasurer, Secretary and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Frederic P. Zotos President and Chief July 26, 2002 - ----------------------- Executive Officer Frederic P. Zotos /s/ Nicholas J. Rossettos Treasurer, Secretary and July 26, 2002 - ----------------------- Chief Financial Officer Nicholas J. Rossettos * Director July 26, 2002 - ----------------------- Steve H. Kanzer * Director July 26, 2002 - ----------------------- Peter O. Kliem * Director July 26, 2002 - ----------------------- A. Joseph Rudick * Director July 26, 2002 - ----------------------- David Tanen * By: /s/ Frederic P. Zotos ------------------------ Frederic P. Zotos Attorney in Fact 4 Exhibit Index Exhibit No. Description - ----------- ------------ 5.1 Opinion of Kramer Levin Naftalis & Frankel LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Kramer Levin Naftalis & Frankel LLP (contained in the opinion filed as Exhibit 5.1 hereto). 5 EX-5 4 kl08001_ex5-1.txt EXHIBIT 5.1 OPINION Exhibit 5.1 KRAMER LEVIN NAFTALIS & FRANKEL LLP 919 THIRD AVENUE NEW YORK, N.Y. 10022 - 3852 47, Avenue Hoche TEL (212) 715-9100 75008 Paris FAX (212) 715-8000 France July 19, 2002 Atlantic Technology Ventures, Inc. 350 Fifth Avenue Suite 5507 New York, New York 10118 Post-Effective Amendment No. 1 to Registration Statement on Form SB-2 ----------------------------------- Ladies and Gentlemen: We have acted as counsel to Atlantic Technology Ventures, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), with respect to the registration for resale under the Securities Act of 1933, as amended (the "Act"), of an additional 833,331 shares of the Company's common stock, par value $.001 per share (the "Shares"), issued by the Company to Joseph Stevens & Company, Inc., the placement agent under the placement agent agreement dated as of November 6, 2001, between the Company and Joseph Stevens, for services rendered relating to a private placement of shares of the Company's common stock. In connection with the registration of the Shares, we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby. In rendering this opinion, we have (a) assumed (i) the genuineness of all signatures on all documents examined by us, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to original documents of all documents submitted to us as photostatic or conformed copies and the authenticity of the originals of such copies; and (b) relied (i) on certificates of public officials and (ii) as to matters of fact, statements and certificates of officers and representatives of the Company. Based upon the foregoing, we are of the opinion that the Shares will, when sold, be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Kramer Levin Naftalis & Frankel LLP EX-23 5 kl08001_ex23-1.txt EXHIBIT 23.1 CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Atlantic Technology Ventures, Inc.: We consent to the use of our report dated March 22, 2002, with respect to the consolidated balance sheets of Atlantic Technology Ventures, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2001, and for the period from July 13, 1993 (inception) to December 31, 2001, incorporated herein by reference and to the reference to our firm under the heading "EXPERTS" in the prospectus. Our report dated March 22, 2002 contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has limited liquid resources that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. KPMG LLP Short Hills, New Jersey July 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----