As filed with the U.S. Securities and Exchange Commission on July 24, 1996 Securities and Exchange Commission Washington D.C. 20549 FORM S-3/Amendment 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File No. 0-19015 ICIS MANAGEMENT GROUP, INC. (Formerly Alter Sales Co., Inc.) FLORIDA 59-0791065 (State or other jurisdiction of incorporation (I.R.S. Employer Identification or organization) Number) 5050 N. Federal Highway, Lighthouse Point, FL 33064 (address of principal executive office) (zip code) Issuer's telephone number: (305) 426-3400 Agent for Service at above address: James W. Nearen, President Approximate date of commencement of proposed sale to Public: July 24, 1996 Calculation of Registration Fee - ----------------------------------------------------------------------------------------------------- Title of Securities Amount of Shares Proposed Maximum Proposed Maximum Amount Securities to be to be Registered Offering Price Per Maximum of Fee Registered Per Share(1) Aggregate Offering Price(1) $.004 par value Common Stock 3,000,000 $.25 $625,000 $258.62(1) TOTALS 3,000,000 $625,000 $258.62(2) - ----------------------------------------------------------------------------------------------------- Total No. of Pages: 19 Exhibit Index on Page: 10 (1) This calculation is made solely for the purposes of determining the registration fee pursuant to Rule 457(g) under the Securities Act of 1933 and is calculated on the basis of the highest price at which the warrants described herein may be exercised. (2) The expenses associated with this registration statement include the registration fees, bank wire fees, fees payable to Nasdaq of $.01 per share or $7500 maximum and negligible costs of mailing. Rule 473 - Delaying Amendment The registrant, ICIS Management Group, Inc., 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. Dated: July 31, 1996 ICIS Management Group, Inc. /s/ James W. Nearen ---------------------------------- James W. Nearen, President and CEO Agent for Service