-----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, NdSq5u3wHtCdV42MhIsftA5ZfWE5Z1UoA5vOuwGSC5XHXyHOLbg3+JrobFzTBskX zMMiIROpOKCpVm3tVGas4w== 0000889812-00-000012.txt : 20000104 0000889812-00-000012.hdr.sgml : 20000104 ACCESSION NUMBER: 0000889812-00-000012 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIDDELL SPORTS INC CENTRAL INDEX KEY: 0000874786 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 222890400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-92781 FILM NUMBER: 500735 BUSINESS ADDRESS: STREET 1: 50 EAST 42ND STREET STREET 2: SUITE 1808 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 808- MAIL ADDRESS: STREET 1: 50 EAST 42ND STREET STREET 2: SUITE 1808 CITY: NEW YORK STATE: NY ZIP: 10017 S-1/A 1 AMENDMENT NO. 1 TO REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on January 3, 2000 Registration No. 333-92781 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- RIDDELL SPORTS INC. (Exact name of registrant as specified in its charter) ---------------------------------- Delaware 3949 22-2890400 - ---------------------- --------------------------- ---------------- (State or other juris- primary standard industrial (I.R.S. Employer diction of incorpora- classification code number identification tion or organization) number) 50 East 42nd Street, Suite 1808, New York, NY 10017 (212) 808-5400 ------------------------------------------------------------------------ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------------- DAVID GROELINGER CHIEF FINANCIAL OFFICER RIDDELL SPORTS INC., 50 EAST 42ND STREET, NEW YORK, NY 10017 (212) 808-5400 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------- COPIES TO: CLIFFORD A. BRANDEIS, ESQ. RUBI FINKELSTEIN, ESQ. ZUKERMAN GORE & BRANDEIS, LLP ORRICK HERRINGTON & SUTCLIFFE, LLP 900 THIRD AVENUE 666 FIFTH AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NY 10103 Phone: (212) 223-6700 Phone: (212) 506-5000 Fax: (212) 223-6433 Fax: (212) 506-5151 Approximate date of commencement of proposed sale to the public: As soon as practicable after effective date of the registration statement. 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. // If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. // 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, check the following box. //
- --------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------- Proposed Maximum Proposed Offering Maximum Amount of Title of Each Class of Amount to be Price Per Aggregate Registration Securities to Be Registered Registered Unit Offering Price Fee - --------------------------------------------------------------------------------------- Common Stock, par value 1,287,500 $3.125 $4,023,437.50 $1,062.25(1) $.01 per share - --------------------------------------------------------------------------------------- Rights 1,000,000 N/A N/A (2) - --------------------------------------------------------------------------------------- Warrants 1,000,000 .01 $10,000 $2.64(3) ----- - --------------------------------------------------------------------------------------- Total $1,064.89 ========= - ---------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(c), and includes an additional 37,500 shares of Common Stock which the Underwriter has the option to purchase to cover over-allotments, if any. (2) Pursuant to Rule 457(3), no registration fee is payable with respect to the rights since the rights are being registered in the same registration statement as the securities to be offered pursuant thereto. (3) Calculated pursuant to Rule 457(g)(i). 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, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant will, unless in the opinion of our 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 of such issue. 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-1 and has duly caused this Amendment No. 1 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 January 3, 2000. Pursuant to 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 indicated. RIDDELL SPORTS INC. By: /s/ David Mauer ------------------------ David Mauer Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DAVID M. MAUER and DAVID GROELINGER and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or his substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to 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 II-11 indicated. /s/ David M. Mauer Chief Executive Officer January 3, 2000 - --- ----- -- ----- and Director David M. Mauer (Principal Executive Officer) /s/ Robert Nederlander Chairman of the Board January 3, 2000 - --- ------ ----------- Robert Nederlander /s/ Jeffrey G. Webb Vice Chairman of the Board January 3, 2000 - --- ------- -- ---- and President and Chief Jeffrey G. Webb Operating Officer of Varsity Spirit Corporation /s/ Leonard Toboroff Vice President and Director January 3, 2000 - --- ------- -------- Leonard Toboroff /s/ David Groelinger Executive Vice President and January 3, 2000 - --- ----- ---------- Chief Financial Officer David Groelinger (Principal Financial Officer) /s/ Lawrence Simon Senior Vice President January 3, 2000 - --- -------- ----- (Principal Accounting Officer) Lawrence Simon /s/ Don Kornstein Director January 3, 2000 - --- --- --------- Don Kornstein /s/ John McConnaughy, Jr. Director January 3, 2000 - --- ---- ------------ --- John McConnaughy, Jr. /s/ Glenn E. Schembechler Director January 3, 2000 - --- ----- -- ------------ Glenn E. Schembechler /s/ Arthur N. Seessel, III Director January 3, 2000 - --- ------ -- -------- --- Arthur N. Seessel, III
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