-----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, QSIFO/ViX7lo6/F0fzFWyhC0GP1tbcvwjydcCTs/dzXGlYdJqlb63UsHyZ0ANct4 rZlOeeDdfgqek1huo283HQ== /in/edgar/work/20000828/0000950150-00-000738/0000950150-00-000738.txt : 20000922 0000950150-00-000738.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950150-00-000738 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-30308 FILED AS OF DATE: 20000828 EFFECTIVENESS DATE: 20000828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-44684 FILM NUMBER: 711496 BUSINESS ADDRESS: STREET 1: 20700 VENTURA BOULEVARD SUITE 140 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 3102273370 MAIL ADDRESS: STREET 1: 20700 VENTURA BLVD SUITE 140 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 S-1MEF 1 s-1mef.txt FORM S-1 1 As filed with the Securities and Exchange Commission on August 28, 2000. Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- FORM S-1 MEF REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------- SPATIALIZER AUDIO LABORATORIES, INC. (Exact name of registrant as specified in its charter) Delaware 3698 95-4484725 - ---------------------------- ---------------------------- ------------------- (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification Code Number) Identification No.) organization)
20700 Ventura Boulevard, Suite 140 Woodland Hills, California 91364 (818) 227-3370 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Henry R. Mandell, Chief Executive Officer Spatializer Audio Laboratories, Inc. 20700 Ventura Boulevard, Suite 140 Woodland Hills, California 91364 (818) 227-3370 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------- Copies to: Margaret G. Graf, Esq. Brand Farrar & Buxbaum LLP 515 South Flower Street, Suite 3500 Los Angeles, California 90071-2201 (213) 228-0288 Direct Dial: (213) 426-6260 ================================================================================ 2 (cover cont'd) Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this 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. [X] 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 statement number of the earlier effective registration statement for the same offering. [X] Pursuant to that Amendment No. 1 to Form S-3 on Form S-1 Registration Statement (Reg. Statement No. 333-30308) under the Securities Act of 1933 (the "1933 Act")as filed by the Registrant with the Securities and Exchange Commission (the "Commission") on April 17, 2000, and that prospectus (the "Prospectus") filed pursuant to Rule 424(b)(3) under the 1933 Act as filed as filed with the Commission on May 1, 2000. If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 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. [ ] CALCULATION OF REGISTRATION FEE Proposed
Title of Each Proposed Maximum Class of Maximum Aggregate Amount of Securities to be Amount to be Offering Price Offering Registration Registered Registered(1) Per Share(1) Price(1) Fee(1)(2) - ---------- ------------- ------------ -------- ------- Common Stock, 611,786 $.12 and $.56 $250,200 $112.96 $.01 par value per share
(1) This Form S-1 MEF Registration Statement relates to the registration of an additional 611,786 shares of the Common Stock of the Registrant in addition to those 6,197,636 shares of Common Stock previously registered for resale under Amendment No. 1 to Form S-3 on Form S-1 Registration Statement (Reg. Statement No. 333-30308) (the "Previous Registration Statement") under the 1933 Act as filed by the Registrant with the Commission on April 17, 2000, and the Prospectus pursuant to Rule 424(b)(3) under the 1933 Act as filed by the Registrant with the Commission on May 1, 2000. The Registration Fee is calculated based on 210,000 shares of Common Stock underlying warrants (the "Warrants") issued in connection with $210,000 in various loans made to the Registrant, which are exercisable at $.12 per share, and 401,786 shares of Common Stock underlying a $225,000 convertible note (the "Convertible Note"), with a conversion rate of $.56 per share. This amendment is being filed exclusively to register the shares of Common Stock underlying the Warrants and the Convertible Note, all of which contained certain 3 registration rights and which were not included in the Previous Registration Statement and Prospectus. (2) Pursuant to Rule 457(c), the fee calculation is based on the average of the bid and ask price of the Registrant's Shares on the OTC Bulletin Board on August 25, 2000. 4 INCORPORATION BY REFERENCE Registrant hereby incorporates by reference that Amendment No. 1 to Form S-3 on Form S-1 Registration Statement (Reg. Statement No. 333-30308) (the "Previous Registration Statement") under the 1933 Act as filed by the Registrant with the Commission on April 17, 2000, and the Prospectus filed pursuant to Rule 424(b)(3) under the 1933 Act as filed as filed by the Registrant with the Commission on May 1, 2000. SELLING STOCKHOLDERS The additional shares of Common Stock offered hereunder are to be offered for resale, from time to time, by persons, from time to time, who may acquire the shares on exercise of warrants or the conversion of notes held by them. The following tables set forth as of August 23, 2000 the names and addresses of only the following previously Listed Selling Stockholders and the additional shares of Common Stock to be registered for resale and is not intended to effect any other changes or amendments to the Previous Registration Statement or the Prospectus. The information in this table does not update the information for any other Selling Stockholders listed in the Previous Registration Statement or the Prospectus. This amendment is being filed exclusively to register shares of Common Stock underlying the Warrants and the Convertible Note, all of which contained certain registration rights and which were not included in the Previous Registration Statement and Prospectus. The tables show security ownership before and after giving effect to the sale of Common Stock registered hereunder.
CATEGORY PERCENTAGE SECURITIES PERCENTAGE OWNERSHIP OF SHARES ADDITIONAL OWNERSHIP TO BE RETAINED, AFTER OFFERING, IF ALL BENEFICIALLY SHARES BEFORE IF ALL REGISTERED REGISTERED SECURITIES NAME AND RELATIONSHIP OWNED(1) OFFERED OFFERING(2)(3) SECURITIES ARE SOLD ARE SOLD(2)(3) - --------------------- -------------------- ---------- -------------- ------------------- ---------------------- CPR (USA) Inc. Shares - 204,962 200,893 1.62% 4,069 * 101 Hudson St., Warrants - 555,000 105,000 450,000 37th Floor Total - 759,962 305,893 454,069 Jersey City, NJ 07302 LibertyView Funds, L.P. Shares - 164,029 160,714 1.3% 3,315 * Hemisphere House Warrants - 444,000 84,000 360,000 9 Church Street Total - 608,029 244,714 363,315 Hamilton, Bermuda HMDX LibertyView Fund, LLC Shares - 41,082 40,179 * 903 * 101 Hudson St., Warrants - 111,000 21,000 90,000 37th Floor Total - 152,082 61,179 90,903 Jersey City, NJ 07302
- ---------- (1) Includes shares underlying the Warrants and the Convertible Note which are currently exercisable or which are exercisable within 60 days of the date hereof. 5 (2) Denominator includes all shares reserved for issuance to the specified person on exercise of Warrants or the conversion of the Convertible Note which are exercisable within 60 days of the date hereof. (3) CPR (USA) Inc., LibertyView Funds, L.P. and LibertyView Fund LLC are affiliated entities but each has made an individual investment in the Company. In addition to limitations set forth in the Certificate of Designation for the Series A Preferred Stock, which limits ownership of the Common Stock by any holder to 4.99% of the Company's outstanding Common Stock, the three entities have independent legal obligations and internal practices which bar them from collectively owning more than 4.99% of any company's outstanding Common Stock at any particular time. Therefore, the disclosure reflects beneficial ownership of the aggregate percentage of Common Stock that could be beneficially owned by the three entities combined at any one time, during the effectiveness of this registration statement. * Denotes less than 1% ownership. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 MEF to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Santa Clara, State of California on August 28, 2000. SPATIALIZER AUDIO LABORATORIES, INC. By: /s/ HENRY R. MANDELL --------------------------------- Name: Henry R. Mandell Title: Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ HENRY R. MANDELL Chairman of the Board, August 28, 2000 - ------------------------ Chief Executive Officer, Henry R. Mandell Chief Financial Officer, Secretary and Director * Director August 28, 2000 - ------------------------ Carlo Civelli * Director August 28, 2000 - ------------------------ James D. Pace * Director August 28, 2000 - ------------------------ Gilbert N. Segel * Director, Vice Chairman of the August 28, 2000 - ------------------------ Board, Secretary Stephen W. Desper *By: /s/ HENRY R. MANDELL --------------------------- Henry R. Mandell, Attorney-in-Fact
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EXHIBITS - -------- 5.1 Opinion of Brand Farrar & Buxbaum LLP. 23.1 Consent of Farber & Hass, independent certified public accountants. 23.2 Consent of Brand Farrar & Buxbaum LLP (included in Exhibit 5.1).
- ---------- EX-5.1 2 ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [BRAND FARRAR & BUXBAUM LLP LETTERHEAD] August 28, 2000 Spatializer Audio Laboratories, Inc. 20700 Ventura Boulevard, Suite 134 Woodland Hills, California 91364 Re: Registration Statement on Form S-1 MEF. Ladies and Gentlemen: We have acted as counsel to Spatializer Audio Laboratories, Inc. (the "Company"), with respect to the filing of the Company's Registration Statement on Form S-1 MEF (the "Registration Statement") with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, the resale of an aggregate of up to 611,786 additional shares (the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), by certain stockholders of the Company. The Shares consist of 210,000 shares of Common Stock underlying warrants issued in connection with $210,000 in various loans made to the Company, exercisable at $.12 per share and 401,786 shares of Common Stock underlying a $225,000 Convertible Note, with a conversion rate of $.56 per share. This opinion is delivered to you in connection with the Registration Statement for the aforementioned resales. As such counsel, we have examined such documents and records of the Company as we deemed necessary as a basis for the opinion set forth herein, and we are familiar with actions anticipated to be taken by the Company in connection with the authorization and issuance of the Shares. With respect to the issuance of the Shares by the Company, we have assumed that the Shares will be issued, and the certificates evidencing the same will be duly delivered, in accordance with the respective terms of the notes and the warrants, as the case may be, and against receipt of the consideration stipulated therefor, which will not be less than the par value of the Shares. Based on such examination, in reliance thereon, subject to the foregoing assumptions, and subject to compliance with applicable state securities laws, we are of 2 [BRAND FARRAR & BUXBAUM LLP LETTERHEAD] Spatializer Audio Laboratories, Inc. August 28, 2000 Page 2 the opinion that the Shares, when issued by the Company and paid for in the manner described in the Registration Statement, will be, validly issued, fully paid and nonassessable. The Company is a Delaware corporation. We are not admitted to practice in Delaware. However, we are generally familiar with the Delaware General Corporation Law and have made such review thereof as we consider necessary for the purpose of this opinion. Subject to the foregoing, this opinion is limited to Delaware, California and federal law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus which is a part of the Registration Statement. Very truly yours, /s/ Brand Farrar & Buxbaum LLP BRAND FARRAR & BUXBAUM LLP EX-23.1 3 ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-1 MEF, of Spatializer Audio Laboratories, Inc. (the "Registrant"), of our report dated March 10, 2000, on the consolidated financial statements of the Registrant appearing in that Registration Statement on Form S-1 and Amendment No. 1 to Form S-3, of the Registrant dated April 17, 2000 and that Prospectus filed pursuant to Rule 424(b)(3) under the 1933 Act as filed with the Commission on May 1, 2000, and to the reference to our firm therein under the caption "Experts." /s/ FARBER & HASS LLP - ------------------------- Farber & Hass LLP Oxnard, California August 25, 2000 -----END PRIVACY-ENHANCED MESSAGE-----