REGISTRATION NO. 333-140418
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVATECH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 7372 | 52-2023997 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
10715 Red Run Boulevard, Suite 101
Owings Mills, Maryland 21117
(410) 581-8080
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
Lawrence Rychlak
Executive Vice President and Chief Financial Officer
10715 Red Run Boulevard, Suite 101
Owings Mills, Maryland 21117
(410) 753-1525
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPY TO:
Christopher Olander
Law Office of Christopher Olander & Associates LLC
12407 Garrison Forest Road
Owings Mills, Maryland 21117
410-363-3274
309-406-1207 (fax)
Approximate date of commencement of proposed sale of the securities to the 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. ¨
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. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Common Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||||||
Common Stock, $0.01 par value per share | 1,085,170 | $ | 1.48 | $ | 1,606,052 | $ | 171.85 | |||||
Common Stock, $0.01 par value per share | 726,102 | (1) | $ | 1.48 | $ | 1,074,631 | $ | 114.99 | ||||
(1) | There are also being registered for resale shares issuable upon the exercise of stock purchase warrants issued to the holders of the Common Stock registered hereby, and an affiliate of one of such holders, and an indeterminate number of shares that may be issued as a result of antidilution adjustments that may occur pursuant to the terms of such warrants. |
(2) | Based on the average of the bid and asked prices of $1.48 per share of registrant’s common stock reported on the OTC Bulletin Board on January 29, 2007, within five days of the filing of this registration statement, in accordance with Rule 457(c). |
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Item 17. | Undertakings |
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to any plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) of Item 512(g)(1) of Regulation S-K, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Owings Mills, State of Maryland on July 17, 2007
AVATECH SOLUTIONS, INC. | ||
By: | /s/ George Davis | |
George Davis | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated:
Name | Title | Date | ||
/s/ George Davis George Davis | Chief Executive Officer and Director | July 17, 2007 | ||
/s/ Lawrence Rychlak Lawrence Rychlak | Executive Vice President, Chief Financial Officer, and Principal Accounting Officer | July 17, 2007 | ||
/s/ W. James Hindman* W. James Hindman | Director | July 17, 2007 | ||
/s/ George Cox* George Cox | Director | July 17, 2007 | ||
/s/ Garnett Y. Clark* Garnett Y. Clark | Director | July 17, 2007 | ||
/s/ Eugene Fischer* Eugene Fischer | Director | July 17, 2007 | ||
/s/ Robert Post* Robert Post | Director | July 17, 2007 | ||
/s/ Thom Waye Thom Waye | Director and Chairman of the Board | July 17, 2007 | ||
/s/ Donald R. (Sotty) Walsh Donald R. (Sotty) Walsh | Director | July 17, 2007 |
By: | /s/ Lawrence Rychlak | |
Lawrence Rychlak, attorney-in-fact |
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