-----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, HIRpLjhDmiSQjeyv9AsVoE6Xy/b5T5bDM8LCxZudHl+8QGyA11q6xPkJqEFbr6Ji olgyX9D5MpW4cv/0Vup8bA== 0001071758-01-000033.txt : 20010410 0001071758-01-000033.hdr.sgml : 20010410 ACCESSION NUMBER: 0001071758-01-000033 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCARE COM INC CENTRAL INDEX KEY: 0001103310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954304537 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2/A SEC ACT: SEC FILE NUMBER: 333-94813 FILM NUMBER: 1592753 BUSINESS ADDRESS: STREET 1: 900 WILSHIRE BLVD #500 CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 1: 900 WILSHIRE BLVD #500 CITY: LOS ANGELES STATE: CA ZIP: 90017 SB-2/A 1 0001.txt POST EFFECTIVE AMENDMENT 2 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A POST-EFFECTIVE AMENDMENT NUMBER TWO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FILE NUMBER: 333-94813 INTERCARE.COM-DX, INC. (Name of small business issuer in its charter) California 7374 95-4304537 (State Or Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation Classification Code Number) Identification No.) or Organization) 900 Wilshire Blvd., Suite 500 Los Angeles, CA 90017 (213) 627-8878 (Address and Telephone Number of Principal Executive Offices and Principal Place of Business) --------------------------- Anthony C. Dike, Chairman/CEO 900 Wilshire Blvd, Suite 500 Los Angeles, California 90017 (213) 627-8878 (Name, Address and Telephone Number of Agent For Service) --------------------------- Copy To: Randolf W. Katz, Esq Bryan Cave, LLP 2020 Main Street, Suite 600 Irvine, California 92614 (949)223-7000 --------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors. 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 ] File number 333-94813 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ] 2
CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Each Class Amount to be Price Per Offering Registration of Securities Registered Share Price Fee Common Stock, (1) 2,500,000 $5.00(2) $12,500,000 $6600 No par value (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(g) under the Securities Act of 1933. (2) Our estimated price per share is $5
------------------------ 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 3 ITEM 27. EXHIBITS. The following exhibits are filed with this Post-Effective Amendment Registration Statement:
Number Description 5.1 Opinion Regarding Legality(*) - -- (*) Filed herewith.
ITEM 28. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as express in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication such issue. (5) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. (6) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities. SIGNATURES In accordance with 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 of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned in the City of Los Angeles, State of California on the 23 day of March 2001. 4 INTERCARE.COM-DX, INC. (Registrant) By:/s/ Anthony C. Dike __________________________ Anthony C. Dike Chairman and Chief Executive Officer POWER OF ATTORNEY The Registrant and each person whose signature appears below hereby appoints Anthony C. Dike as their attorney-in-fact, with full power to act alone, to sign in the name and in behalf of the Registrant and any such person, individually and in each capacity stated below, any and all amendments, including post-effective amendments, to this Registration Statement. In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities indicated on the 23 day of March 2001: /s/ Anthony C. Dike _______________________________ Anthony C. Dike, Chairman, Director, Chief Executive Officer /s/ Russell Lyons _______________________________ Russell Lyons, President, Director, Chief Technology Officer /s/ Philip Falase ______________________________ Philip Falase, Chief Financial Officer, Director /s/ Edward Williams ______________________ Edward Williams, Director /s/ Dan Thornton __________________________ Dan Thornton, Director /s/ Dale W. Church __________________________ Dale Church, Director Item 1. Description of Registrant's Securities to be Registered. The information contained in "Description of Capital Stock" in the Registrant's Registration Statement on Form SB-2/A Post-Effective Amendment filed on March 27, 2000, is hereby Incorporated by reference. Item 2. Exhibits. The following exhibits are filed as part of this Registration Statement: 1. Articles of Incorporation of InterCare.com, Inc. a California corporation, as amended to date, incorporated by reference to Exhibit 3.1 to the Registrant's Form SB-2/A Post-Effective Registration Statement 2. Bylaws of InterCare.com, a California corporation incorporated by reference to Exhibit 3.3 to the Registrant's Form SB-2/A Post-Effective Registration Statement 3. OPINION RE LEGALITY SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. InterCare.com-dx, Inc. Date: March 23, 2001 By: /s/ Anthony C. Dike ___________________________________ Anthony C. Dike, Secretary Chairman, Chief Executive Officer 5 EX-5.1 2 0002.txt OPINION RE-LEGALITY Ex-5.1 OPINION RE LEGALITY [CORPORATE LETTERHEAD] Bryan Cave, LLP 2020 Main Street Irvine, California 92614 March 23, 2000 Intercare.com, Inc. 900 Wilshire Blvd., Suite 500 Los Angeles, CA 90017 Re: Post-Effective Amendment to Registration Statement on Form SB-2 Gentlemen: At your request, we have examined the Current Amendment to Registration Statement on Form SB-2 in connection with the registration and sale of up to 2,500,000 shares of Common Stock of Intercare.com-dx, Inc., a California corporation (the "Company"), issuable by the Company, which are to be sold by the Company in the manner described in the Registration Statement (the "Shares"). We have examined the proceedings heretofore taken and are familiar with the procedures proposed to be taken by the Company in connection with the authorization, issuance, and sale of the Shares. It is our opinion that the Shares to be sold by the Company pursuant to the Registration Statement, will be legally issued, fully paid, and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, BRYAN CAVE LLP EX-24.1 3 0003.txt POWER OF ATTORNEY Exhibit 24.1 Power of Attorney POWER OF ATTORNEY The Registrant and each person whose signature appears below hereby appoints Anthony C. Dike as their attorney-in-fact, with full power to act alone, to sign in the name and in behalf of the Registrant and any such person, individually and in each capacity stated below, any and all amendments, including post-effective amendments, to this Registration Statement. In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities indicated on the 23 day of March 2001: /s/ Anthony C. Dike _______________________________ Anthony C. Dike, Chairman, Director, Chief Executive Officer /s/ Russell Lyons _______________________________ Russell Lyons, President, Director, Chief Technology Officer /s/ Philip Falase ______________________________ Philip Falase, Chief Financial Officer, Director /s/ Edward Williams ______________________ Edward Williams, Director /s/ Dan Thornton __________________________ Dan Thornton, Director 6 /s/ Dale W. Church __________________________ Dale Church/Director 7 -----END PRIVACY-ENHANCED MESSAGE-----