-----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, MXhPX9D7JdEvNAO97yFc+t26jCKB8vELFQnAQwgbjGn32Loz9FIIYQQCCumaP5d+ demZpE0u5SeEYFTFTbF2GQ== 0000950144-98-014269.txt : 19990101 0000950144-98-014269.hdr.sgml : 19990101 ACCESSION NUMBER: 0000950144-98-014269 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981231 EFFECTIVENESS DATE: 19981231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL EDGE SYSTEMS INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: SEC FILE NUMBER: 333-32247 FILM NUMBER: 98779292 BUSINESS ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 POS462B 1 VISUAL EDGE SYSTEMS INC. POS AMMEND TO 333-32247 1 As filed with the Securities and Exchange Commission on December 31, 1998 Registration No. 333-32247 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------- VISUAL EDGE SYSTEMS INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3778895 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2424 NORTH FEDERAL HIGHWAY, SUITE 100 BOCA RATON, FLORIDA 33431 (561) 750-7559 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------- EARL T. TAKEFMAN CHIEF EXECUTIVE OFFICER VISUAL EDGE SYSTEMS INC. 2424 NORTH FEDERAL HIGHWAY, SUITE 100 BOCA RATON, FLORIDA 33431 (561) 750-7559 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) --------- COPIES TO: DAVID W. POLLAK, ESQ. MORGAN, LEWIS & BOCKIUS LLP 101 PARK AVENUE NEW YORK, NEW YORK 10178 TEL: (212) 309-6000 FAX: (212) 309-6273 --------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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"), 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. 333-32247 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. [ ] 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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. =============================================================================== CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SECURITY(1) PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share......... 252,942 $0.625 $158,089 $43.95 - -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee, based upon the average of the bid and asked prices of the Company's Common Stock as quoted on the Nasdaq SmallCap Market on December 28, 1998, pursuant to Rule 457(c). THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Act. The information in the Company's Registration Statement on Form S-3 (Registration No. 333-32247) filed pursuant to the Act is incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Boca Raton, State of Florida, on December 31, 1998. VISUAL EDGE SYSTEMS INC. By: /s/ Earl T. Takefman ----------------------- Earl T. Takefman Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Earl T. Takefman and Richard Parker, and each of them, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including additional amendments to this Registration Statement) and to file the same with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. 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 CAPACITY IN WHICH SIGNED DATE - --------- ------------------------ ---- /s/ Earl T. Takefman - -------------------- Director, Chief Executive Officer December 31, 1998 Earl T. Takefman (Principal Executive Officer) - -------------------- Chairman of the Board December __, 1998 Ronald F. Seale /s/ Melissa Forzly - -------------------- Chief Financial Officer December 31, 1998 Melissa Forzly - -------------------- Director December __, 1998 Mark Hershorn * Director December __, 1998 - -------------------- Beryl Artz * Director December __, 1998 - -------------------- Richard Parker
* By: /s/ Earl T. Takefman --------------------- Earl T. Takefman Attorney-in-fact 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5 Opinion of Morgan, Lewis & Bockius LLP* 23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)* 23.2 Consent of KPMG Peat Marwick LLP* 23.3 Consent of Arthur Andersen LLP* 24 Power of Attorney (included in Part II of Registration Statement)* - ----------- * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----