As filed with the Securities and Exchange Commission on January 28, 2009
Registration No. 333-152921
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BETAWAVE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | 8999 | 20-2471683 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
706 Mission Street, 10th Floor
San Francisco, CA 94103
(415) 738-8706
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Tabreez Verjee, President
Betawave Corporation
706 Mission Street, 10th Floor
San Francisco, CA 94103
(415) 738-8706
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With Copies to:
John W. Campbell III, Esq.
John M. Rafferty, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
(415) 268-7000
Approximate date of commencement of proposed sale to the public: Not applicable.
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. o
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. ¨
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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
DEREGISTRATION OF SECURITIES
The Registration Statement on Form S-1 (Registration No. 333-152921) (the “Registration Statement”) of Betawave Corporation, a Nevada corporation formerly known as GoFish Corporation (the “Company”), pertaining to the registration of (1) shares of common stock, par value $0.001 per share (“Common Stock”), issuable upon conversion of senior convertible notes, (2) shares of Common Stock issuable as payment of interest in common stock on the senior convertible notes, (3) shares of Common Stock issuable upon exercise of warrants and (4) shares of Common Stock issuable upon exercise of placement agent warrants, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities Exchange Commission on August 11, 2008 and thereafter amended on September 17, 2008 and October 7, 2008.
All of the foregoing notes and warrants covered by the Registration Statement were exchanged or cancelled in connection with the transactions contemplated by the Securities Purchase Agreement, dated December 3, 2008, by and between the Company and the investors listed on Schedules A-1, A-2 and A-3 thereto, and the Company has determined that no further shares of Common Stock will be offered or sold pursuant to the Registration Statement. Therefore, in accordance with the Company’s undertakings in Part II, Item 17(3) of the Registration Statement, this post-effective Amendment No. 1 to the Registration Statement is being filed for the purpose of deregistering all shares of Common Stock registered pursuant to the Registration Statement and not otherwise sold thereunder.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Matt Freeman | Chief Executive Officer and Director | January 27, 2009 | ||
Matt Freeman | (Principal Executive Officer) | |||
/s/ Tabreez Verjee | President and Director | January 27, 2009 | ||
Tabreez Verjee | ||||
/s/ John Durham | Director | January 27, 2009 | ||
John Durham | ||||
/s/ James Moloshok | Executive Chairman and Director | January 27, 2009 | ||
James Moloshok | ||||
/s/ Riaz Valani | Director | January 27, 2009 | ||
Riaz Valani | ||||
/s/ Mark Menell | Director | January 27, 2009 | ||
Mark Menell | ||||
/s/ Michael Jung | Director | January 27, 2009 | ||
Michael Jung | ||||
Director | January 27, 2009 | |||
Richard Ling |