Focus Enhancements S-3/A Shelf registration (amended)

Registration No. 333-130217

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FOCUS ENHANCEMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3144936
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)

1370 Dell Avenue

Campbell, California 95008

(408) 866-8300

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Gary L. Williams

Vice President of Finance and Chief Financial Officer

FOCUS Enhancements, Inc.

1370 Dell Avenue

Campbell, California 95008

(408) 866-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jerrold F. Petruzzelli, Esq. and Craig D. Miller, Esq.

Manatt Phelps & Phillips, LLP

1001 Page Mill Road, Building 2

Palo Alto, CA  94304

(650) 812-1300

Facsimile:  (650) 213-0260

Approximate date of commencement of proposed sale to the public:  From time to time or at one time after the effective date of the Registration Statement as determined by market conditions.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ý

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.  o

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.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

The following statement sets forth the estimated amounts of expenses to be borne by the Company in connection with the offering described in this Registration Statement:

Registration fee under securities act	$	250
Blue sky fees and expenses	2,500
Legal fees and expenses	10,000
Accounting fees and expenses	10,000
Printing and mailing costs	250
Miscellaneous fees and expenses	100
Total expenses	$	23,100

* Estimated

Item 15.  Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or permits a Delaware corporation to grant, indemnity to present or former directors and officers, as well as certain other persons serving at the request of the corporation in related capacities.  This permitted indemnity is sufficiently broad to permit indemnification for liabilities arising under the Securities Act of 1933, including reimbursement for expenses incurred.

The indemnification authorized under Delaware law is not exclusive and is in addition to any other rights granted to officers and directors under the Certificate of Incorporation or Bylaws of the corporation or any agreement between officers and directors and the corporation. The registrant’s Certificate of Incorporation provides for the indemnification of directors, former directors and officers to the maximum extent permitted by Delaware law.  The registrant’s Certificate of Incorporation also provides that it may purchase and maintain insurance on behalf of a director or officer against liability asserted against the director or officer in such capacity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 16.  Exhibits.

The following documents have been previously filed as Exhibits and are incorporated herein by reference except those exhibits indicated with an asterisk which are filed herewith:

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of August 30, 2000 among Focus, Videonics, and PC Video Conversion (1)
2.2	Agreement and Plan of Reorganization dated as of January 27, 2004 by and between Focus and Visual Circuits Corporation (21)
3.1	Second Restated Certificate of Incorporation of Focus (2)

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Exhibit No.	Description
3.2	Certificate of Amendment to Second Restated Certificate of Incorporation of Focus (3)
3.3	Certificate of Amendment to Second Restated Certificate of Incorporation of Focus dated July 25, 1997 (4)
3.4	Restated Bylaws of Focus (2)
3.5	Certificate of Designation – Series B Preferred Stock (5)
3.6	Certificate of Amendment to Second Restated Certificate of Incorporation of Focus dated January 16, 2001 (19)
3.7	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Focus dated January 8, 2003 (19)
3.8	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation dated March 12, 2004 (22)
3.9	Certificate of Designation – Series C Preferred Stock (22)
4.1	Specimen certificate for Common Stock of Focus (2)
4.2	Specimen certificate for Redeemable Common Stock Purchase Warrant (2)
4.3	Form of Warrant issued to various investors pursuant to Amendment No. 1 to Stock Subscription Agreement dated April 1996 (6)
4.4	Form of Warrant issued to the placement agent in the March 1997 Offering (6)
4.5	Form of Warrant dated September 10, 1997 issued to designees of the placement agent (7)
4.6	Form of Stock Purchase Warrant issued to AMRO International, S.A. (included as Exhibit A to the Common Stock and Warrants Purchase Agreement – see Exhibit 10.2) (8)
4.7	Stock Purchase Warrant issued to Union Atlantic, L.C. (9)
4.8	Form of Common Stock Purchase Warrant dated January 11, 2002 issued by Focus to five Investors (10)
4.9	Common Stock Purchase Warrant dated December 27, 2001 issued by Focus to vFinance (10)
4.10	Warrant issued to vFinance dated November 25, 2002 (19)
4.11	Form of Warrant to Investors dated July 1, 2003 (20)
4.12	Form of Common Stock Purchase Warrant issued to Investors and Placement Agent dated April 6-14, 2004 (23)
4.13	Form of Common Stock Purchase Warrant issued to Investors and Private Placement Agents dated November 16-17, 2004 (25)
4.14	Warrant to purchase common stock issued to Greater Bay Bancorp, dated November 15, 2004 (25)
4.15	Warrant to purchase common stock issued to Wall Street Communications dated June 1, 2004 (25)
4.16	Form of Common Stock Purchase Warrant issued to Investors and Private Placement Agents dated June 20-21, 2005 (27)
4.17	Form of Common Stock Purchase Warrant issued to Carl E. Berg, Keith L. Lippert and John W. Heilshorn dated June 28, 2005, February 22, 2005 and February 22, 2005, respectively (27)
4.18	Form of Common Stock Purchase Warrant issued to Investors and Placement Agent dated November 7, 2005 (29)
4.19	Warrant to purchase common stock issued to Crestline Consultancy Ltd, dated December 6, 2005**
4.20	Warrant to purchase common stock issued to Greater Bay Bancorp N.A., dated December 6, 2005**

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Exhibit No.	Description
5.1	Opinion of Manatt, Phelps & Phillips, LLP*
10.1	1997 Director Stock Option Plan (11)
10.2	Common Stock and Warrants Purchase Agreement with AMRO International, S.A. (8)
10.3	Common Stock and Warrant Purchase Agreement, as amended, with BNC Bach International Ltd., Inc. (9)
10.4	Form of Registration Rights Agreement with BNC Bach International Ltd., Inc. (included as Exhibit B to the Common Stock and Warrant Purchase Agreement (9)
10.5	Agreement between Union Atlantic, L.C. and FOCUS Enhancements, Inc. confirming Reorganization Agreement to issue warrant in exchange for fee reduction (9)
10.6	Common Stock Warrant and Purchase Agreement with AMRO International, S.A. dated June 9, 2000 (8)
10.7	Promissory Note, dated October 26, 2000, from Focus Enhancements, Inc. to Carl Berg (12)
10.8	Security Agreement dated October 26, 2000, between Focus Enhancements, Inc. and Carl Berg (12)
10.9	2000 Non-Qualified Stock Option Plan (13)
10.10	Amendment No. 1 to Secured Promissory Note dated April 24, 2001 issue by Focus to Carl Berg (excludes exhibits B and C) (5)
10.11	Registration Rights Agreement dated May 1, 2001 between Focus and Carl Berg (5)
10.12	Promissory note issued to Carl Berg dated June 29, 2001 (14)
10.13	Termination Agreement between Focus and Euston dated January 11, 2002 (10)
10.14	Form of Common Stock and Warrant Purchase Agreement with four investors dated January 11, 2002 (10)
10.15	Form of Registration Rights Agreement with four investors dated January 11, 2002 (10)
10.16	1998 Non-Qualified Stock Option Plan (15)
10.17	Third Addendum to Lease Dated July 2, 1994, by and between H-K Associates (Lessor) and Focus Enhancements, Inc. (Lessee) for premises At 1370 Dell Ave, Campbell, California (16)
10.18	Employment agreement between Focus Enhancements and Brett Moyer (17)
10.19	Amended 2002 Non-Qualified Stock Option Plan (18)
10.20	Common Stock Purchase Agreement with two investors dated November 25, 2002 (excludes annexes) (19)
10.21	Registration Rights Agreement with two investors dated November 25, 2002 (19)
10.22	Common Stock and Warrant Purchase Agreement (excluding exhibits) with two investors dated July 1, 2003 (20)
10.23	Registration Rights Agreement with two investors dated July 1, 2003 (20)
10.24	Form of Securities Purchase Agreement (excluding exhibits) with investors dated April 5, 2004 (23)
10.25	Form of Registration Rights Agreement with investors dated April 5, 2004 (23)
10.26	2004 Stock Incentive Plan (24)
10.27	Form of Securities Purchase Agreement (excluding exhibits) with investors dated November 15, 2004 (25)
10.28	Form of Registration Rights Agreement with investors dated November 15, 2004 (25)
10.29	Loan and Security Agreement with Venture Banking Group dated November 15, 2004 (25)
10.30	First Amendment to Loan and Security Agreement with Greater Bay Bank dated as of March 15, 2005 (26)
10.31	Second Amendment to Loan and Security Agreement with Greater Bay Bank dated as of June 24, 2005 (26)

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Exhibit No.	Description
10.32	Affirmation of Security Agreement, dated as of June 27, 2005, by and between the company and Carl E. Berg (26)
10.33	Form of Securities Purchase Agreement (excluding exhibits) with investors dated as of June 17, 2005 (27)
10.34	Form of Registration Rights Agreement with investors dated June 17, 2005 (27)
10.35	2004 Stock Incentive Plan, as Amended (28)
10.36	Form of Securities Purchase Agreement (excluding exhibits) with investors dated as of November 3, 2005 (29)
10.37	Form of Registration Rights Agreement with investors dated November 3, 2005 (29)
10.38	Form of Warrant Acquisition Agreement with placement agents and service providers (29)
10.39	Form of Third Amendment to Loan and Security Agreement between Venture Banking Group, a division of Greater Bay Bank N.A., and the company, dated December 1, 2005. (30)
14	Code of Ethics (22)
23.1	Consent of Deloitte & Touche LLP**
23.2	Consent of McGladrey & Pullen, LLP**
23.3	Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1)**
99.1	Power of Attorney**

*Included.

**Previously Filed.

1.	Filed as an exhibit to Focus’ Current Report on Form 8-K dated September 8, 2000, and incorporated herein by reference.
2.	Filed as an exhibit to Focus’ Registration Statement on Form SB-2 (No. 33-60248-B) and incorporated herein by reference.
3.	Filed as an exhibit to Focus’ Form 10-QSB for the period ended September 30, 1995, and incorporated herein by reference.
4.	Filed as an exhibit to Focus’ Form 10-QSB dated August 14, 1997, and incorporated herein by reference.
5.	Filed as an exhibit to Focus’ Amended Registration Statement on Form SB-2 (No. 333-55178) filed on August 9, 2001 as amended, incorporated herein by reference.
6.	Filed as an exhibit to Focus’ Registration Statement on Form S-3 (No. 333-26911) filed with the Commission on May 12, 1997, and incorporated herein by reference.
7.	Filed as an exhibit to Focus’ Form 8-K dated September 10, 1997, and incorporated herein by reference.
8.	Filed as an exhibit to Focus’ Registration Statements on Form S-3 (No. 333-81177) filed with the Commission on June 21, 1999, and incorporated herein by reference.
9.	Filed as an exhibit to Focus’ Registration Statement on Form S-3 (No. 333-94621) filed with the Commission on January 13, 2000, and incorporated herein by reference.
10.	Filed as an exhibit to Focus’ Amendment No. 3 to Registration Statement on Form SB-2 (No. 333-55178) filed on January 23, 2002, and incorporated herein by reference.
11.	Filed as an exhibit to Focus’ Registration Statement on Form S-8 (No. 333-33243) filed with the Commission on August 8, 1997, and incorporated herein by reference.
12.	Filed as an exhibit to Focus’’ Current Report on Form 8-K dated October 31, 2000, as amended by Focus’’ Current Report on Form 8-K/A dated November 2, 2000, and incorporated herein by reference.

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13.	Filed as an exhibit to Focus’ Form S-8 (No. 333-57762) filed with the Commission on March 28, 2001, and incorporated herein by reference.
14.	Filed as an exhibit to Focus’ Amendment No. 4 to Registration Statement on Form SB-2 (No. 333-55178) filed on February 11, 2002, and incorporated herein by reference.
15.	Filed as an exhibit to Focus’ Form S-8 (No. 333-89770) filed with the Commission on June 4, 2002, and incorporated herein by reference.
16.	Filed as an exhibit to Focus’ Form l0-QSB dated August 14, 2002, and incorporated herein by reference.
17.	Filed as an exhibit to Focus’ Form l0-QSB dated November 14, 2002, and incorporated herein by reference.
18.	Filed as an Exhibit to Focus’ Registration Statement on Form S-8 (No. 333-115013) filed with the Commission on May 28, 2004, and incorporated herein by reference.
19.	Filed as an exhibit to Focus’ Form 10-KSB dated March 31, 2003, and incorporated herein by reference.
20.	Filed as an exhibit to Focus’ Registration Statement on Form S-3 (No. 333-108134) filed with the SEC on August 21, 2003, and subsequently amended, and incorporated herein by reference.
21.	Filed as an Annex to the proxy statement/prospectus included in the Focus’ Form S-4 (No. 333-112907) filed with the SEC on February 17, 2004, and incorporated herein by reference.
22.	Filed as an exhibit to Focus’ Form 10-K filed with the SEC on March 16, 2004, and incorporated herein by reference.
23.	Filed as an exhibit to Focus’ Form S-3 filed with the SEC on May 28, 2004 (No. 333-116031), and incorporated herein by reference.
24.	Filed as Appendix A to Focus’ Definitive Proxy Statement filed with the Commission on July 9, 2004, and incorporated herein by reference.
25.	Filed as an exhibit to Focus’ Registration Statement on Form S-3 filed with the SEC on December 13, 2004 (No. 333-121206) and incorporated herein by reference.
26.	Filed as an exhibit to Focus’ Form 8-K filed with the SEC on June 30, 2005 and incorporated herein by reference.
27	Filed as an exhibit to Focus’ Registration Statement on Form S-3 filed with the SEC on July 15, 2005 (No. 333-126629) and incorporated herein by reference.
28	Filed as an exhibit to Focus’ Form 8-K filed with the SEC on October 4, 2005 and incorporated herein by reference.
29	Filed as an exhibit to Focus’ Form 8-K filed with the SEC on November 10, 2005 and incorporated herein by reference.
30	Filed as an exhibit to Focus’ Form 8-K filed with the SEC on December 6, 2005 and incorporated herein by reference.

Item 17. Undertakings

(a)	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 volume of securities offered (if the total dollar value of 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,

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the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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 initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)  If the registrant is relying on Rule 430B:

(A)          Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)           Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the intial bona fide offering thereof.  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 effective date, 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 effective date; or

(ii)  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.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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(c)           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 foregoing provisions, or otherwise, the small business issuer 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 its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question to 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.

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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-3 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 Campbell, State of California, on January 5, 2006.

FOCUS ENHANCEMENTS, INC.
	By:	/s/ Brett A. Moyer
		Brett A. Moyer
		President and Chief Executive Officer
		(Principal Executive 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/ Brett A. Moyer		President, Chief Executive	January 5, 2006
Brett A. Moyer		Officer and Director
/s/ Gary L. Williams		Vice President of Finance	January 5, 2006
Gary L. Williams		& Chief Financial Officer
		(Principal Accounting Officer)
/s/ N William Jasper, Jr.*		Chairman of the Board	January 5, 2006
N William Jasper, Jr.
/s/ Carl E. Berg*		Director	January 5, 2006
Carl E. Berg
/s/ William B. Coldrick*		Director	January 5, 2006
William B. Coldrick
/s/ Michael L. D’Addio*		Director	January 5, 2006
Michael L. D’Addio
		Director
Tommy Eng
/s/ Sam Runco*		Director	January 5, 2006
Sam Runco
*	Gary L. Williams
	By Gary L. Williams, Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Manatt, Phelps & Phillips, LLP
4.19	Warrant to purchase common stock issued to Crestline Consultancy Ltd, dated December 6, 2005**
4.20	Warrant to purchase common stock issued to Greater Bay Bancorp, dated December 6, 2005**
23.1	Consent of Deloitte & Touche, LLP**
23.2	Consent of McGladrey & Pullen, LLP**
23.3	Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1)**
24.1	A Power of attorney is set forth on the signature page of the Registration Statement**

**  Previously Filed