As filed with the Securities and Exchange Commission on December 2, 1996
File No. 333-10659
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIA Communications Corporation
(Exact name of registrant as specified in its charter)
New Jersey 22-1644111
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
406 West 31st Street, New York, NY 10001
(Address of principal executive offices) (Zip code)
The 1996 Stock Option Plan of BRIA Communications Corporation
(Full title of the plans)
Richard Lifschutz, 406 West 31st Street, New York, NY 10001
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (212) 239-3160
The sale of these securities will begin on approximately December 2,
1995. These securities are being offered on a delayed or continuous basis
pursuant to Rule 415 of the Securities Act of 1933.
Reoffer prospectus (the "Prospectus") on a Post-Effective Amendment to its Form
S-8 registration statement under the Securities Act of 1933, as amended (the
"Act")
REOFFER PROSPECTUS SUPPLEMENT ON
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
ORIGINALLY FILED BY
BRIA COMMUNICATIONS CORPORATION
WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 13, 1996
Class A Common Stock, $0.001 Par Value
The shares of Class A common stock, $0.001 par value (the "Common Stock"),
included herein (the "Shares"), have been or will be acquired from BRIA
Communications Corporation, a New Jersey corporation (the "Company"), pursuant
to the exercise of options ("Options") granted under the Company's 1996 Stock
Option Plan and are to be sold by the persons named herein as "Selling Security
Holders." The Options bear no exercise price and the Company, therefore, will
not be receiving any proceeds from any aspect of the Shares or Options. Selling
Security Holders may offer some or all of the Shares for sale from time to time
at prices and terms negotiated in individual transactions, in brokers
transactions negotiated immediately prior to sale, or in a combination of the
foregoing. The Selling Security Holders and any broker-dealers who participate
in selling the Shares may be deemed "underwriters" as defined by the Securities
Act of 1933, as amended (the "Securities Act"). Commissions paid or discounts or
concessions allowed such broker-dealers, as well as any profit received on
resale of the Shares by broker-dealers purchasing for their own accounts may be
deemed to be underwriting discounts and commissions. The Selling Security
Holders or purchasers of the Shares will pay all discounts, commissions and fees
related to any sale of the Shares.
The Company's executive offices are located at 406 West 31st Street, New
York, NY 10001, and the telephone number is (212) 239-3160.
The Common Stock is traded on the OTC Bulletin Board under the symbol
"BRIAA." On November 27, 1996, the closing sale price for the Common Stock as
reported on the OTC Bulletin Board was $0.125.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK. SEE "RISK
FACTORS."
No person has been authorized in connection with any offering made hereby
to give any information or to make any representation not contained in this
Prospectus. If any such information is given or any such representation made,
the information or representation should not be relied upon as having been
authorized by the Company. This Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the Shares offered by
this Prospectus, nor is it an offer to sell or a solicitation of an offer to buy
any of the Shares offered hereby in any jurisdiction where it is unlawful to
make such an offer or solicitation. Neither the delivery of this Prospectus nor
any sale hereunder shall under any circumstances imply that the information in
this Prospectus is correct any time subsequent to November 29, 1996, the date of
this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). The Company has filed all reports required of it for at
least the twelve months preceding this filing. Such reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC in Washington D.C. at 450
Fifth Street, N.W., 20549, and at the following regional offices located at 26
Federal Plaza, Room 1100, New York, New York 10278; 219 Dearborn Street, Room
1228, Chicago, Illinois, 60604; and at 410 Seventeenth Street, Suite 700,
Denver, Colorado 80202. Copies of these materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any and all information incorporated by reference into this Prospectus.
Requests for such information may be directed to the Company's president,
Richard Lifschutz at 406 West 31st Street, New York, NY 10001. The Company
intends to furnish to its shareholders annual reports, which will contain
financial statements audited by independent accountants, and such other reports
as it may determine to furnish or as may be required by law.
TABLE OF CONTENTS
RISK FACTORS...................................................................3
SELLING SECURITY HOLDERS.......................................................5
PLAN OF DISTRIBUTION...........................................................6
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................7
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITY...................................7
SIGNATURES.....................................................................9
The Company was incorporated in New Jersey in 1959 under the name
Metallurgical Industries, Inc. On March 21, 1995, the holders of a majority of
the Company's voting stock voted to change the Company's name to BRIA
Communications Corporation. Unless the context indicates otherwise, the term the
"Company" includes BRIA Communications Corporation and its consolidated
subsidiaries. The Company's principle executive offices are at 406 West 31st
Street, New York, NY 10001. The Company's telephone number is (212) 239-3160.
RISK FACTORS
The Shares offered hereby are speculative and involve a high degree of
risk. Any or all of these factors could result in the shareholder losing some or
all of his or her investment. Accordingly, in analyzing this Prospectus, the
potential shareholder should carefully consider the following factors, among
others, relating to the Company:
Nature of Company's Internet Business. On July 11, 1996, the Company
acquired CyberFootball Inc., a Nevada corporation. Since that time a primary
focus of the Company's business has been on helping CyberFootball n/k/a Cyber
Mega-Sports, Inc. develop a business plan and commence operations. Cyber
Mega-Sports intends to develop an Internet mall focused on marketing products
and services with a sports-related theme. Cyber Mega-Sports has not yet begun
marketing products via the Internet. Currently, there is limited market
information available regarding the performance of retail sales of similar
products over the Internet. Accordingly, the Company feels incapable of
forecasting how successful the Company's subsidiary will be in marketing
products over the Internet.
The Internet is currently undergoing a tremendous amount of change as a
result of technological advancements. Accordingly, many factors or developments
may exist that are beyond the Company's control and the extent to which such
factors could restrict the Company's activities or adversely affect the
Company's viability is not currently ascertainable. The Internet may not prove
to be a viable commercial marketplace as a consequence of inadequate development
of the necessary infrastructure such as a reliable network backbone and timely
development of complementary products such as high-speed modems. If the Internet
does not prove to be a commercially viable marketplace, the Company's future
operating results and long-term financial condition could be greatly impaired.
The market for Internet products and services is highly competitive and
the Company expects that this competition will intensify in the future. The
Company's current and prospective competitors include many companies with
substantially greater financial, technical, marketing and other resources than
the Company. Increased competition could result in the Cyber Mega-Sports
charging less for its services and incurring higher costs for marketing and
product development. These events could have a materially adverse effect on the
Company's financial condition.
Limited Internet Development and Marketing Experience. Neither the
Company's management nor the management of Cyber Mega-Sports has significant
experience in computer programming or the marketing of Internet web pages.
Accordingly, both the Company and Cyber Mega-Sports have retained outside
consultants to assist Cyber Mega-Sports in its future operations, none of whom
have extensive experience specifically involving the promotion of sports-related
products over the Internet. The consultants will market web pages of Cyber
Mega-Sports to potential vendors. They will also perform the graphic design and
programming work for the clients Cyber Mega-Sports ultimately obtains. Because
Cyber Mega-Sports' operations will be dependent upon outside consultants, its
success will be contingent upon their expertise and upon their performing
according to the terms of their individual consulting contracts. Failure to
perform by any of the outside consultants could frustrate the business plan of
Cyber Mega-Sports.
Nature of Company's Printing Business. On September 10, 1996, the Company
acquired Kingslawn Offset, Inc., a printing company specializing in the
production of catalogs, sales sheets and other publications. Kingslawn is a
small printing concern with approximately 5 employees and revenues of $459,233
and a net loss of $15,957 for the first three quarters of fiscal 1996. Kingslawn
was established in 1995 and therefore does not have a substantial track record
of successful operations. The Company's goal is to expand the scope of
Kingslawn's operations and the Company has retained several outside consultants
to help generate additional printing contracts for Kingslawn. The future success
of the Company will be largely dependent on its ability to increase Kingslawn's
revenues. However, the Company can provide no assurances that it will
successfully increase the scope of Kingslawn's operations or that any expansion
of Kingslawn will be successful or result in positive cash flow for either the
Company or Kingslawn.
Limited Operating History. Although the Company was originally organized in
1959, it just recently commenced its current operations. It was previously
involved in the manufacture of specialty metals. Therefore, the Company should
be considered a new business venture with operations subject to all the risks
inherent in the establishment of a new business enterprise. The Internet mall
division of the Company is in the development stage and is at present generating
no revenues. The printing operations of the Company were acquired in September
1996 and the Company seeks to significantly expand the scope of these
operations. The likelihood of the Company's success must therefore be considered
in light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with the establishment of any new
enterprise.
History of Operating Losses. The Company has sustained recurring losses
from operations in recent years as a result of the winding down of previous
operations in the refractory metals industry. During the fiscal year ended
December 31, 1995, the Company recorded a net loss of $841,194, as compared to
the net loss of $1,135,434 recorded during the preceding fiscal year and net
loss of $2,552,896 for the fiscal year ended December 31, 1993. These continuing
losses have impaired the Company's cash flow and have resulted in the Company's
independent auditor releasing an audit report expressing "substantial doubt
about the Company's ability to continue as a going concern." While the Company
has made attempts to restructure its operations in order to yield operating
income, it can provide no assurances that it will be able to generate net
revenues or increase its cash flow.
Cash Flow and Liquidity. The Company's recurring operating losses have
caused a strain on the Company's working capital and cash flow. Accordingly, the
Company has issued shares of its Common Stock in order to settle debts and
acquire assets and services. The Company intends to attempt to cease issuing
Common Stock to meet such obligations, although it can provide no assurances
that it will be able to continue to otherwise meet its obligations or that it
will continue as a going concern if it cannot generate sufficient cash flow from
new operations to meet its obligations.
Need for Additional Financing . The Company's primary goals are to commence
the marketing and programming operations of Cyber Mega-Sports and to increase
the operations and revenues of Kingslawn. Since the Company has limited cash
flow, it will likely need to obtain debt or equity financing. The Company can
provide no assurances that it will be able to obtain necessary additional
financing. Moreover, any financing ultimately obtained by the Company could
involve unfavorable terms, resulting in substantial dilution to existing
investors or significant long term debt impairing the Company's capital
structure. If such additional financing is not obtained or is obtained on
unfavorable terms, the Company's business plan could be impaired significantly.
Actual and Potential Liabilities. Until approximately March 31, 1994, the
Company leased manufacturing and storage facilities in Tinton Falls, New Jersey.
At that time, the Company was evicted from the leased premises. The Company has
recorded a liability of $354,711 for the rent which accrued under the lease but
was not paid by the Company. The Company's landlord continued to bill the
Company for rent charges after the eviction and has submitted a bill to the
Company of $945,344. While the Company believes that the additional charges were
not justified under the lease agreement, the Company also believes it is
possible that the Company would receive an adverse judgment in the full amount
claimed by the landlord. Additionally, the Company is obligated under its lease
agreement to reimburse the landlord for all costs related to the environmental
cleanup of the property. The Company had insurance policies which it believes
should cover approximately $100,000. However, the Company cannot assure that the
insurance company will voluntarily pay on the policy or that the cleanup costs
will not exceed $100,000.
These large actual and potential liabilities diminish the net worth of the
Company and increase the risk that the Company may not continue as a going
concern. They also may diminish the future cash flow of the Company.
Limited Market for the Company's Securities. The Company's Common Stock is
traded on the OTC Bulletin Board under the symbol BRIAA. However, even though
there is a public market for the Common Stock, the Common Stock has a very thin
average daily trading volume. Accordingly, it is possible that the shareholder
will not be able to resell some or all of his or her Common Stock. The thin
trading volume may also make the price of the Common Stock more volatile than
otherwise. Hence, the shareholder may not be able to resell the Common Stock at
a price comparable to that currently quoted on the OTC Bulletin Board.
No Dividends. The Company has not paid any dividends during the last three
fiscal years. Given the Company's limited cash flow and its business plan to
expand operations, the Company does not anticipate paying any dividends in the
foreseeable future.
SELLING SECURITY HOLDERS
For the purposes of this Prospectus, the "Selling Security Holders" refer
to Richard Lifschutz1, Josef Shimron2, Isaac Lifschutz3, and Canton Financial
Services Corporation, a Nevada corporation ("CFSC")4. This Prospectus is being
filed as a Post Effective Amendment to a Form S-8 Registration Statement the
Company filed on November 13, 1996 (the "Form S-8"). At the time of the Form
S-8's filing, the Company was unsure as to specifically who would be
selling what amount of Common Stock issued pursuant to the Form S-8.
Pursuant to General Instruction C(3)(a) of Form S-8 and Rule 424(b)
(ss.230.424(b)) of the Securities Act, as amended, this Reoffer Prospectus
covers the such control securities issued to, and now reoffered by, the
Selling Security Holders.
The table below sets forth information regarding the Selling Security
Holders' interests within the Company and stated herein this Reoffer
Prospectus., their relationship to the Company for the last three years, the
amount of Common Stock each owned before acquiring the Shares, the amount of
Common Stock being offered hereby, and the amount of Common Stock to be owned.
Amount to
Selling Security Relationship to Amount Owned Amount be Owned
Holder the Company Before this Offered After this
Offering Offering
- --------------------------------------------------------------------------------
Richard Lifschutz Officer, Director 116,713 20,000 116,713
Josef Shimron ... Chairman, Officer 1,500,000 10,000 1,500,000
Isaac Lifschutz . Officer, Director 5,000 10,000 5,000
CFSC ............ Shareholder, Consultant 132,352 521,944* 132,352
* CFSC plans to sell all such shares in a private transaction outside the public
trading market for the Common Stock.
PLAN OF DISTRIBUTION
The Selling Security Holders may sell the Shares from time to time in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The Selling Security Holders expect to employ brokers or dealers in order to
sell the Shares. Brokers or dealers engaged by the Selling Security Holders may
arrange for other brokers or dealers to participate in effecting sales. Brokers
or dealers will receive commissions or discounts from the Selling Security
Holders or from purchasers in amounts to be negotiated immediately prior to the
sale, but which are not expected to deviate from usual and customary brokers'
commissions.
No assurances are given that any of the Selling Security Holders will offer
for sale or sell any or all of the Shares registered pursuant to this
Prospectus.
Neither the Company nor Selling Security Holders expect to compensate any
finders to assist in the sales of the Shares.
______________________________________
1 Richard Lifschutz has been the Company's President and one of its
directors since his March 1, 1995 appointment. Mr. Lifschutz is the father of
Isaac Lifschutz, the Company's Secretary/Treasurer and one of its directors.
2 Josef Shimron has been the Company's Chairman of the Board of Directors
and its Vice-President since his November 1, 1996 appointment.
3 Isaac Lifschutz has been the Company's Secretary and one of its directors
since his June 27, 1996 appointment. Mr. Lifschutz is the son of Richard
Lifschutz, the Company's President and one of its directors.
4 CFSC has been a consultant to the Company for more than two years. The
shares CFSC proposes to sell pursuant to this reoffer prospectus were received
for services including shareholder relations and document generation.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents that the Company filed with the Commission are
hereby incorporated by reference into this Prospectus:
1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1995, which contains financial statements of the Company for that
fiscal year;
2. The Company's quarterly reports on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996; and
3. The description and specimen certificate of the Common Stock contained
in the Company's Registration Statement on Form 10 pursuant to section 12(b) or
(g) of the Securities Exchange Act of 1934 (the "1934 Act") filed on April 28,
1969 including any amendment or report filed for the purpose of updating such
description.
All documents that the Company subsequently files with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITY
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
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.
The Corporation's Bylaws provide that the Corporation shall indemnify its
officers and directors for any liability, including reasonable costs of defense,
arising out of any act or omission of any officer or director on behalf of the
Corporation to the fullest extent allowed by the laws of the State of New
Jersey.
In actions, proceedings and suits involving an officer or director by
reason of their being or having been an officer or director, other than actions
by or in the right of the corporation, Title 14A:3-5(2) through Title 14A:-5(6)
of the New Jersey Statutes, permits a corporation to indemnify directors or
officers against actual and reasonable expenses, including attorneys fees,
judgments, fines and amounts paid in settlement. The New Jersey Statute applies
to actions, proceedings or suits whether civil, criminal, administrative or
arbitrative in nature. However, unless a court directs otherwise,
indemnification is permissible only if the officer or director meets the
applicable standard of conduct and indemnification is proper under the
circumstances. In civil cases, the standard of conduct requires the officer or
director to act in good faith and in a manner he or she reasonably believes to
be in or not opposed to the best interests of the corporation. In criminal
cases, an officer or director meets the standard of conduct if they had no
reasonable cause to believe his or her conduct was unlawful. The board of
directors acting through a quorum of disinterested directors, independent legal
counsel designated by the board of directors, or the shareholders shall
determine whether indemnification is proper under the circumstance. Termination
of proceedings by judgment, order, settlement, conviction or plea of nolo
contendere or its equivalent, does not of itself establish a presumption that
the officer or director did not meet the applicable standard of conduct.
In actions by or in the right of the corporation, the corporation may
indemnify an officer or director against expenses provided he or she satisfies
the applicable standard of conduct. However, a corporation cannot indemnify an
officer or director adjudged liable to the corporation on any claim, issue or
matter unless, and to the extent, the court determines that despite the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.
In all proceedings, whether by or in the right of the corporation or
otherwise, the New Jersey Statute requires indemnification to the extent the
officer or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A New Jersey
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The New Jersey Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the New
Jersey Statutes and the Corporation's Bylaws, as amended.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to the board of directors, officers, employees, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.
[THIS SPACE LEFT INTENTIONALLY BLANK]
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 on Form S-8 and has duly caused this Post Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York City, State of New York, on
this 29th day of November 1996.
BRIA Communications Corporation
By /s/ Richard Lifschutz
----------------------------
Richard Lifschutz, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Lifschutz, with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Titles Date
/s/ Richard Lifschutz President, Director November 29, 1996
- ---------------------
Richard Lifschutz
/s/ Josef Shimron Chairman of the Board of Directors November 29, 1996
- ---------------------- Vice President
Josef Shimron
/s/ Isaac Lifschutz Secretary, Treasurer, Director November 29, 1996
- ----------------------
Isaac Lifschutz