-----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, B582UcpLs/FNsGuDH9YxcP5LlL3XOf3qOnW4z9m0W2GEiy4IS6kWJt+rP3Et22RC 5a0+w4wXSXlc4p4EW7ZpCg== 0000737955-98-000053.txt : 19980828 0000737955-98-000053.hdr.sgml : 19980828 ACCESSION NUMBER: 0000737955-98-000053 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SGI INTERNATIONAL CENTRAL INDEX KEY: 0000737955 STANDARD INDUSTRIAL CLASSIFICATION: 8711 IRS NUMBER: 330119035 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: SEC FILE NUMBER: 333-61499 FILM NUMBER: 98689894 BUSINESS ADDRESS: STREET 1: 1200 PROSPECT ST STE 325 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195511090 MAIL ADDRESS: STREET 1: 1200 PROSPECT STREET STE 325 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: VISION DEVELOPMENT INC DATE OF NAME CHANGE: 19850807 S-2 1 FORM S-2 REGIST STATMNT DATED AUGUST 14, 1998 As filed with the Securities and Exchange Commission on August 14, 1998 Registration No.__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- SGI INTERNATIONAL (Exact name of Registrant as specified in its charter) Utah 33-0119035 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Prospect Street, Suite 325, La Jolla, CA 92037 TEL (619) 551-1090 / FAX (619) 551-0247 (Address, including zip code, telephone number and facsimile number, including area code, of registrant's principal executive offices) Joseph A. Savoca, Chief Executive Officer President and Chairman of the Board SGI International 1200 Prospect Street, Suite 325, La Jolla, CA 92037 (619) 551-1090 (Name, address and telephone number of agent for service) ------------------- Copies to: FISHER THURBER LLP TIMOTHY J. FITZPATRICK, ESQ. DAVID A. FISHER, ESQ. 4225 Executive Square, Suite 1600 La Jolla, CA 92037-1483 Tel. (619) 535-9400 Fax (619) 535-1616 ------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement has become effective. ------------------- 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, check the following box. [x] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, 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 number of the earlier effective registration statement for the same offering. [x] No. 333-44789 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. [x] ================================================================================ CALCULATION OF REGISTRATION FEE =================================================================================================================== Title of each class of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Aggregate Offering Amount of registered registered(1)(2) per Unit(3) Price(3) Registration Fee - - --------------------------- ------------------- ------------------- ------------------- ------------------- Common Stock, no par value, underlying outstanding Convertible Preferred Stock . . . . . . 1,484,648 $ 1.11 $ 1,647,959 $ 486.15 - - --------------------------- ------------------- ------------------- ------------------- ------------------- Common Stock, no par value, outstanding underlying Warrants . . . . 70,000 $ 1.11 77,700 $ 22.92 - - --------------------------- ------------------- ------------------- ------------------- ------------------- TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 509.07 ===================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement covers such additional indeterminate number of shares of common stock as may be issued by reason of adjustments in the number of shares of common stock issuable pursuant to anti-dilution provisions contained in the existing warrants and convertible preferred stock. Because such additional shares of common stock will, if issued, be issued for no additional consideration, no additional registration fee is required. (2) The number of shares of common stock registered herein underlying certain convertible preferred stock is indeterminate and is estimated to include the shares of common stock required to fulfill the conversion rights of preferred stock which is convertible into a given number of common shares in part based upon conversion formulae, referencing fluctuating market prices and is also estimated to satisfy contractual obligations of the Company requiring the registration of 200% of the number of shares of Common Stock issuable upon conversion of the Company's Convertible Preferred Stock. (3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the average of the bid and ask prices of the Company's common stock on the OTC Bulletin Board on August 10, 1998. INFORMATION INCORPORATED BY REFERENCE The Company regularly files documents with the Securities and Exchange Commission to comply with applicable government regulations, including Form 10-Q and Form 10-K. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, a copy of the Form 10-K for the year ended December 31, 1997, and a copy of the Form 10-Q for the quarter ended June 30, 1998, a copy of the Prospectus dated July 22, 1998, included in the Registration Statement of Form S-2 effective on that date, No. 333-44789, and upon written or oral request of such person, a copy of any and all of the other documents that have been filed with the Securities and Exchange Commission and incorporated by reference in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference herein). Such requests should be directed to SGI International, Attn: George Donlou, Controller, at its principal offices located at 1200 Prospect Street, Suite 325, La Jolla, CA 92037 (619) 551-1090. 1 The following documents previously filed with the Commission, except as superseded or modified herein, are hereby incorporated by reference into this Prospectus: (i) the Registration Statement on Form S-2, No. 333-44789, declared effective July 22, 1998; (ii) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (iii) the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997, September 30, 1997, and March 31, 1998; (iv) the Company's definitive Form 14a (Proxy) dated April 30, 1998; (v) the Company's Form 8-K's dated January 23, 1998, and November 24, 1997; (v) the Company's 1934 Act Registration Statement on Form 8-A; and (vi) each additional exhibit from all of the Company's prior 1933 Act filings. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Prospectus. No person is authorized in connection with any offering made hereby to give any information or make any representation not contained or incorporated by reference in this Prospectus, and any information not contained or incorporated herein must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, by any person in any jurisdiction in which it is unlawful for such person to make such offer or solicitation. Neither the delivery of this Prospectus at any time nor any sale made hereunder shall, under any circumstances, imply that the information herein is correct as of any date subsequent to the date hereof. EXHIBITS Exhibit No. Description 5.1 Opinion of Fisher Thurber LLP regarding the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Public Auditors. 23.2 Consent of J.H. Cohn LLP, Independent Public Accountants. 23.3 Consent of Fisher Thurber LLP (included in Exhibit 5.1).
2 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-2 pursuant to Rule 462(b) and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, State of California, on August 14, 1998. SGI International /s/ JOSEPH A. SAVOCA By:___________________________________________ Joseph A. Savoca, Chief Executive Officer In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Signatures /s/ JOSEPH A. SAVOCA ERNEST P. ESZTERGAR ____________________________ ____________________________ Joseph A. Savoca Ernest P. Esztergar Chief Executive Officer, Director Chief Financial By: Joseph A. Savoca Officer and Director August 14, 1998 August 14, 1998 WILLIAM A. KERR WILLAM R. HARRIS ____________________________ ____________________________ William A. Kerr William R. Harris Director Director By: Joseph A. Savoca By: Joseph A. Savoca August 14, 1998 August 14, 1998 BERNARD V. BAUS NORMAN GRANT ____________________________ ____________________________ Bernard V. Baus Norman Grant Director Director By: Joseph A. Savoca By: Joseph A. Savoca August 14, 1998 August 14, 1998 3 EX-5.1 2 OPINION OF COUNSEL August 14, 1998 Board of Directors SGI International 1200 Prospect Street, Suite 325 La Jolla, CA 92037 Re: Form S-2 Registration Statement Ladies and Gentlemen: We have acted as special counsel for SGI International (the "Company") in connection with the preparation and filing pursuant to Rule 462(b) of the Securities Act of 1933, a Registration Statement on Form S-2, (the "New Registration Statement"). The New Registration Statement is to register additional securities of the same class as were included in an earlier registration statement for the same offering on Form S-2, Registration No. 333-44789 (the "Earlier Registration Statement") declared effective by the Securities and Exchange Commission on July 22, 1998. Pursuant to the New Registration Statement, the Company proposes to offer 1,554,648 shares of Common Stock, no par value, as stated on the facing page of the New Registration Statement. Capitalized terms used herein have the meanings ascribed to them in the New Registration Statement unless otherwise noted. We are familiar with the proceedings by which the Common Stock has been authorized, and we have reviewed and are familiar with the Articles of Incorporation, as amended, and the By-Laws of the Company and such other corporate records and documents as we have deemed necessary to express the opinion herein stated. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents and all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, we are of the opinion that the Common Stock to be sold and delivered as contemplated by the New Registration Statement will be legally issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the New Registration Statement. Sincerely, Fisher Thurber LLP By: /s/ David A. Fisher David A. Fisher EX-23.1 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, IDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-2) and related Prospectus of SGI International for the registration of 1,554,648 shares of its common stock and to the incorporation by reference therein of our report dated Match 20, 1997, except for Note 11, as to which the date is April 14, 1997, with respect to the consolidated financial statements of SGI International included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP San Diego, California August 12, 1998 EX-23.2 4 CONSENT OF J.H. COHN LLP EXHIBIT 23.2 CONSENT OF J.H. COHN LLP, INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-2, which is being filed by SGI International as of this date, of our report on the consolidated financial statements of SGI International and subsidiaries (the "Company") as of and for the year ended December 31, 1997, which report is dated March 27, 1998, contains an explanatory paragraph with respect to the Company's ability to continue as a going concern, appears in the Company's Annual Report on Form 10-K/A for the year ended December 31, 1997, and is incorporated by reference in the Registration Statement on Form S-2 (No. 333-44789) previously filed by SGI International which is also incorporated by reference in this Registration Statement. /s/ J. H. COHN LLP J. H. COHN LLP San Diego, California August 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----