AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2001
REGISTRATION NO. 333-66999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZAMBA CORPORATION
(FORMERLY KNOWN AS RACOTEK, INC.)
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(Exact name of registrant as specified in its charter)
DELAWARE 41-1636021
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(State of Incorporation) (I.R.S. Employer Identification No.)
3033 EXCELSIOR BLVD., SUITE 200
MINNEAPOLIS, MINNESOTA 55416
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(Address of principal executive offices)
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IAN NEMEROV
SECRETARY AND GENERAL COUNSEL
ZAMBA CORPORATION
3033 EXCELSIOR BLVD., SUITE 200
MINNEAPOLIS, MINNESOTA 55416
(952) 832-9800
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
DEREGISTRATION OF SECURITIES
The 4,957,937 shares of common stock, par value $0.01 per share, (the
"Shares"), of Zamba Corporation (the "Company") registered on the Registration
Statement on Form S-3 (File No. 333-66999) (the "Registration Statement") were
issued as follows: (a) (i) 2,337,992 Shares, (ii) notes with an aggregate
principal value of $2,161,674.82 that are convertible into Shares at their
current market value, and (iii) warrants to purchase 462,247 Shares at an
exercise price of $0.0066623 per Share, issued in connection with the Company's
merger with QuickSilver Group, Inc. ("QuickSilver') (the "Merger"), and (b)
1,000,000 shares of Series A Junior Participating Preferred Stock, which are
convertible into 1,000,000 Shares, were issued and sold in a private placement.
Pursuant to these transactions, the Company agreed to register the Shares under
the Securities Act of 1933, as amended (the "Securities Act"), and use its best
efforts to cause the Registration Statement covering the Shares to remain
effective until such time as the holders of the Shares may sell the Shares
without registration pursuant to Rule 144 under the Securities Act. As of the
date hereof, a total of 3,353,536 shares have been sold pursuant to the
Registration Statement, and each of the holders may now sell the Shares without
registration pursuant to Rule 144 under the Securities Act, subject to
compliance with the requirements set forth therein. Accordingly, the Company
hereby amends the Registration Statement to deregister 1,604,401 unsold Shares
under the Registration Statement. The Company intends to carry forward any
excess registration fees it paid in connection with the Registration Statement
to be used for future registrations.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on February 16,
2001.
ZAMBA CORPORATION
BY /s/ IAN NEMEROV
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Ian Nemerov
Secretary and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* President and Chief Executive Officer February 16, 2001
- ------------------------------------ and Director (Principal Executive
Doug Holden Officer)
* Chief Financial Officer (Principal February 16, 2001
- ------------------------------------ Financial and Accounting Officer)
Michael H. Carrel
* Director February 16, 2001
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Paul D. Edelhertz
* Director February 16, 2001
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Joseph B. Costello
* Director February 16, 2001
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Dixon R. Doll
* Director February 16, 2001
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John Olsen
* Director February 16, 2001
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Sven A. Wehrwein
*By /S/ IAN NEMEROV
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Ian Nemerov
Attorney-in-fact
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