SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIDELITY DIVIDEND CAPITAL, INC.
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(Exact Name of registrant as specified in governing instruments)
SUITE 52-A SMOKE RIDGE RD, QUEENSBURY, NEW YORK 12804
TELEPHONE (518) 743-9681
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(Address, including zip code, and telephone number, including area code
of registrant's Principle Executive Offices)
Dennis P. Sweenor
52-A Smoke Ridge Road
Queensbury, New York 12804
Telephone (518) 743-9681
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Richard S. Lane
One Old Country Road
Suite 347
Carle Place, New York 11514
(516) 248-0858
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the registration statement becomes effective.
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]
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate
Securities to be Amount to be Offering Price Offering Price Amount of
Registered Registered Per Share Per Share Registration Fee
- ----------------- ----------------- ----------------- ----------------- -----------------
Common Stock,
$.001 Par 29,000,000 $10.00 $ 290,000,000 $ 36,743.00
Value(1)
Common Stock,
$.001 Par 1,000,000 $ 12.00 $ 12,000,000 $ 1,520.00
Value(2)
Soliciting Dealer
Warrants(3) 1,000,000 $ .001 $ 1,000 $ 12.70
Total $ 302,001,000 $ 38,275.70
(1) Includes 4,000,000 shares issuable pursuant to the Company's dividend
reinvestment plan.
(2) Represents shares issuable upon exercise of warrants to be issued to
____________ _______, or its assigns pursuant to the Warrant Purchase
agreement with the Registrant. Pursuant to Rule 416, includes such
indeterminate number of additional shares of Common Stock as may be
required for issuance on exercise of the Soliciting dealer Warrants
as a result of any adjustment in the number of shares of Common Stock
issuable on such exercise by reason of the anti- dilution provisions
of the Soliciting Dealer Warrants.
(3) Consists of Warrants to purchase up to 1,000,000 shares pursuant to
the warrant Purchase Agreement.
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.
Part II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 31: Other Expenses of Issuance and Distribution:
Not Applicable
Item 32: Sale to Special Parties:
Not Applicable
Item 33: Recent Sales of Unregistered Securities:
Not Applicable
Item 34: Indemnification of Directors and Officers:
The information is contained in pages 32 and 33 of the prospectus.
Item 35: Treatment of Proceeds from Stock Being Registered:
Not Applicable
Item 36: Financial Statements and Exhibits:
(a) Financial Statements*:
Independent Auditors' Report F-1
Balance Sheet at March 31, 2004 F-2
Statement of Changes in Stockholders' Equity for the Period from
the Date of Inception (August 31, 2003) to March 31, 2004 F-3
Statement of Operations for the Period from the Date of Inception
(August 31, 2003) to March 31, 2004 F-4
Statement of Cash Flows for the Period from the Date of Inception
(August 31, 2003) to March 31, 2004 F-5
Notes to Financial Statements F-6-8
(b) Exhibits
3 (i) 3.1-Articles of Incorporation**
(ii)3.2-By Laws**
5 5.1-Opinion of Counsel**
10 10.1-Dealer Management Agreement**
10.2-Escrow Agreement**
10.3-Management Agreement**
10.4 - Limited Partnership Agreement**
10.5 - 2005 Employee Stock Option**
10.6 - Independent Director Warrant**
10.7 - Selected Dealer Agreement**
10.8 - Warrant Purchase Agreement**
10.9 - Advisory Agreement**
10.10- Dividend Reinvestment Plan**
10.11- Indemnification Agreement**
10.12- Independent Director Stock Option Plan**
10.13- Subscription Agreement**
99 99.1-Certificate of Formation Fidelity Dividend Capital Property Management, LLC**
99-Certificate of Formation Fidelity Dividend Capital Advisors, LLC**
23 Consent of independent auditor**
Consent of counsel is contained in Exhibit 5.1**
* Included in the prospectus
** Filed herewith
Item 37: 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 of 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 in the registration statement. 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, 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 the plan of
distribution not previously disclosed in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of933, 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.
Pursuant to the requirements of the Securities Act of 1933, this Form S-11
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/S/ DENNIS P. SWEENOR
- ------------------------- President, Secretary and Director April 26, 2004
Dennis P. Sweenor
/S/ WILLIAM T. FRATTALONE Executive Vice-President, Chief April 26, 2004
- ------------------------- Financial Officer and Director
William T. Frattalone