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As filed with the Securities and Exchange Commission on August 5, 2002
Registration No. 333-82010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATLANTIC TECHNOLOGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware 8731 36-3898269
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
350 Fifth Avenue
Suite 5507
New York, New York 10118
(212) 267-2503
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
FREDERIC P. ZOTOS, ESQ.
350 Fifth Avenue
Suite 5507
New York, New York 10118
(212) 267-2503
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
COPY TO:
EZRA G. LEVIN, ESQ.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
Approximate date of commencement of proposed sale to the public: At such
time or times as may be determined by the selling shareholders after this
registration statement becomes effective.
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"), 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-82010
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 the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Number of Proposed Maximum
Shares Maximum Aggregate Amount of
Title of Shares to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee Due
- --------------------------------------------------------------------------------
Common stock, par 833,331 $0.14 $116,666.34 $27.88
value $.001 per
share (2)
- --------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the average of
the high and low sales prices for Atlantic common stock reported on the
NASD Over-the-Counter Bulletin Board on July 31, 2002.
(2) Represent shares of Atlantic common stock that Atlantic agreed to issue to
Joseph Stevens & Company, Inc., the placement agent under the placement
agent agreement dated as of November 6, 2001, between Atlantic and Joseph
Stevens, for services rendered relating to the private placement of our
stock.
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 or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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EXPLANATORY NOTE
This Registration Statement is being filed under Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 833,331 shares of
common stock, par value $.001, of Atlantic Technology Ventures, Inc. These are
shares Atlantic agreed to issue to Joseph Stevens & Company, Inc., the placement
agent under the placement agent agreement dated as of November 6, 2001, between
Atlantic and Joseph Stevens, for services rendered relating to the private
placement of shares of our common stock.
The contents of the Registration Statement on Form SB-2 (Registration No.
333-82010) filed by Atlantic with the SEC on February 14, 2002, including the
exhibits thereto, which was declared effective by the Commission on February 14,
2002, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 on Form SB-2 and has
duly caused this amendment 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 July 26, 2002.
ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Frederic P. Zotos
----------------------------------
Name: Frederic P. Zotos
Title: President and Chief Executive
Officer
By: /s/ Nicholas J. Rossettos
----------------------------------
Name: Nicholas J. Rossettos
Title: Treasurer, Secretary and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Frederic P. Zotos President and Chief July 26, 2002
- ----------------------- Executive Officer
Frederic P. Zotos
/s/ Nicholas J. Rossettos Treasurer, Secretary and July 26, 2002
- ----------------------- Chief Financial Officer
Nicholas J. Rossettos
* Director July 26, 2002
- -----------------------
Steve H. Kanzer
* Director July 26, 2002
- -----------------------
Peter O. Kliem
* Director July 26, 2002
- -----------------------
A. Joseph Rudick
* Director July 26, 2002
- -----------------------
David Tanen
* By: /s/ Frederic P. Zotos
------------------------
Frederic P. Zotos
Attorney in Fact
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Exhibit Index
Exhibit No. Description
- ----------- ------------
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP (contained in the
opinion filed as Exhibit 5.1 hereto).
5
Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
TEL (212) 715-9100 75008 Paris
FAX (212) 715-8000 France
July 19, 2002
Atlantic Technology Ventures, Inc.
350 Fifth Avenue
Suite 5507
New York, New York 10118
Post-Effective Amendment No. 1 to
Registration Statement on Form SB-2
-----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Atlantic Technology Ventures, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of Post-Effective Amendment No. 1 to the Registration Statement on Form
SB-2 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission"), with respect to the registration for resale under the
Securities Act of 1933, as amended (the "Act"), of an additional 833,331 shares
of the Company's common stock, par value $.001 per share (the "Shares"), issued
by the Company to Joseph Stevens & Company, Inc., the placement agent under the
placement agent agreement dated as of November 6, 2001, between the Company and
Joseph Stevens, for services rendered relating to a private placement of shares
of the Company's common stock.
In connection with the registration of the Shares, we have reviewed
such documents and records as we have deemed necessary to enable us to express
an opinion on the matters covered hereby. In rendering this opinion, we have (a)
assumed (i) the genuineness of all signatures on all documents examined by us,
(ii) the authenticity of all documents submitted to us as originals, and (iii)
the conformity to original documents of all documents submitted to us as
photostatic or conformed copies and the authenticity of the originals of such
copies; and (b) relied (i) on certificates of public officials and (ii) as to
matters of fact, statements and certificates of officers and representatives of
the Company.
Based upon the foregoing, we are of the opinion that the Shares
will, when sold, be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Atlantic Technology Ventures, Inc.:
We consent to the use of our report dated March 22, 2002, with respect to
the consolidated balance sheets of Atlantic Technology Ventures, Inc. and
subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 2001, and for the period from
July 13, 1993 (inception) to December 31, 2001, incorporated herein by reference
and to the reference to our firm under the heading "EXPERTS" in the prospectus.
Our report dated March 22, 2002 contains an explanatory paragraph that
states that the Company has suffered recurring losses from operations and has
limited liquid resources that raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of that uncertainty.
KPMG LLP
Short Hills, New Jersey
July 26, 2002