AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2000
REGISTRATION NO. 333-45566
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBALMEDIA.COM
(Exact name of registrant as specified in its charter)
NEVADA 91-1842480
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
400 ROBSON STREET
VANCOUVER, BRITISH COLUMBIA
CANADA V6B 2B4
(604) 688-9994
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JIM PORTER, CHIEF FINANCIAL OFFICER
GLOBALMEDIA.COM
400 ROBSON STREET
VANCOUVER, BRITISH COLUMBIA
CANADA V6B 2B4
(604) 688-9994
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
COPY TO:
Eugenie D. Mansfield, Esq.
Britt M. Ericson, Esq.
Davis Wright Tremaine LLP
1501 Fourth Avenue, Suite 2600
Seattle, WA 98101-1688
(206) 622-3150
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This post-effective amendment to the registration statement is filed solely to
add exhibits and pursuant to Rule 462(d) shall become effective upon filing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Form of specimen certificate for common stock.(1)
4.2 Registration Rights Agreement, dated May 6, 1999, between GlobalMedia
and RGC International Investors, LDC.(2)
4.3 Registration Rights Agreement, dated April 28, 2000, between
GlobalMedia and RGC International Investors, LDC.(3)
5.1 Legal Opinion Regarding Legality of the Securities Being Registered(6)
23.1 Consent of Ernst & Young, LLP.(7)
23.2 Consent of Dennis Brovarone, Esq. (contained in Exhibit 5.1)(6)
24 Power of Attorney(5)
99.1 First Amendment to Streaming Media Services Agreement dated
June 27, 2000 between GlobalMedia and RealNetworks, Inc.(4)
99.2 Loan Extension Agreement, dated June 26, 2000, between GlobalMedia
and RealNetworks, Inc.(5)
99.3 2000 Stock Option Plan(5)
99.4 Private Placement Subscription Agreement, dated as of August 31,
2000, between GlobalMedia and Standard Radio Inc.(6)
99.5 Common Stock Purchase Warrant, dated as of August 31, 2000, from
GlobalMedia to Standard Radio Inc.(6)
99.6 Share Purchase Agreement, dated as of August 31, 2000, between
Michael Metcalfe and Standard Radio Inc.(6)
- ----------
(1) Incorporated by reference to the Company's Form SB-2 Registration Statement
filed on July 30, 1999.
(2) Incorporated by reference to the Company's Current Report on Form 8-K filed
on May 19, 1999.
(3) Incorporated by reference to the Company's Current Report on Form 8-K filed
on May 12, 2000.
(4) Subject to a Request for Confidential Treatment filed with the SEC on or
about September 8, 2000.
(5) Incorporated by reference to the Company's Form S-3 Registration Statement
filed on September 11, 2000.
(6) Incorporated by reference to the Company's Amendment No. 1 to Form S-3
Registration Statement filed on September 26, 2000.
(7) Filed with this Post-Effective Amendment No. 1 to Form S-3 Registration
Statement.
II-1
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, GLOBALMEDIA.COM has duly caused this post-effective amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Vancouver, British Columbia, Canada on October 11, 2000.
GLOBALMEDIA.COM
By /s/ L. James Porter
---------------------------------------
Name: L. James Porter
Title: Director, Chief Financial Officer,
Secretary and Vice President of
Finance and Administration
(Principal Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities indicated on October 11, 2000.
SIGNATURE TITLE
- --------- -----
- -------------------------- President, Chief Executive Officer, and
Jeffrey Mandelbaum Chairman of the Board (Principal
Executive Officer)
/s/ Robert Fuller*
- -------------------------- Chief Operating Officer and Director
Robert Fuller
/s/ Winston V. Barta*
- -------------------------- Director, Vice President of Marketing
Winston V. Barta and Business Development
/s/ L. James Porter*
- -------------------------- Director, Chief Financial Officer, Secretary
L. James Porter and Vice President of Finance and Administration
(Principal Accounting Officer)
/s/ Jack MacDonald*
- -------------------------- Director
Jack MacDonald
/s/ Barr Potter*
- -------------------------- Director
Barr Potter
/s/ Gary Slaight*
- -------------------------- Director
Gary Slaight
/s/ Michael Metcalfe*
- -------------------------- Director
Michael Metcalfe
BY: /s/ L. James Porter
------------------------------------
L. James Porter, as attorney-in-fact
II-2
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Form of specimen certificate for common stock.(1)
4.2 Registration Rights Agreement, dated May 6, 1999, between GlobalMedia
and RGC International Investors, LDC.(2)
4.3 Registration Rights Agreement, dated April 28, 2000, between
GlobalMedia and RGC International Investors, LDC.(3)
5.1 Legal Opinion Regarding Legality of the Securities Being Registered(6)
23.1 Consent of Ernst & Young, LLP.(7)
23.2 Consent of Dennis Brovarone, Esq. (contained in Exhibit 5.1)(6)
24 Power of Attorney(5)
99.1 First Amendment to Streaming Media Services Agreement dated
June 27, 2000 between GlobalMedia and RealNetworks, Inc.(4)
99.2 Loan Extension Agreement, dated June 26, 2000, between GlobalMedia
and RealNetworks, Inc.(5)
99.3 2000 Stock Option Plan(5)
99.4 Private Placement Subscription Agreement, dated as of August 31,
2000, between GlobalMedia and Standard Radio Inc.(6)
99.5 Common Stock Purchase Warrant, dated as of August 31, 2000, from
GlobalMedia to Standard Radio Inc.(6)
99.6 Share Purchase Agreement, dated as of August 31, 2000, between
Michael Metcalfe and Standard Radio Inc.(6)
- ----------
(1) Incorporated by reference to the Company's Form SB-2 Registration Statement
filed on July 30, 1999.
(2) Incorporated by reference to the Company's Current Report on Form 8-K filed
on May 19, 1999.
(3) Incorporated by reference to the Company's Current Report on Form 8-K filed
on May 12, 2000.
(4) Subject to a Request for Confidential Treatment filed with the SEC on or
about September 8, 2000.
(5) Incorporated by reference to the Company's Form S-3 Registration Statement
filed on September 11, 2000.
(6) Incorporated by reference to the Company's Amendment No. 1 to Form S-3
Registration Statement filed on September 26, 2000.
(7) Filed with this Post-Effective Amendment No. 1 to Form S-3 Registration
Statement.