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As filed with the Securities and Exchange Commission on September 15, 2000
Registration No. 333-44214
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Post-Effective Amendment No. 1 to Form S-1)
ESAT, INC.
(Name of registrant as specified in its charter))
Nevada 7370 95-0344604
(State or Jurisdiction of (Primary Standard Industrial (IRS Employer
Organization or Incorporation) Classification Code Number) Identification Number)
10 Universal City Plaza, Suite 1130
Universal City, California 91608
818-464-2670
(Address and telephone number of principal executive
offices and principal place of business)
Mark Basile, Chief Financial Officer
eSat, Inc.
10 Universal City Plaza, Suite 1130
Universal City, California 91608
818-464-2670
(Name, address and telephone number of agent for service)
Copy to:
David R. Decker
Arter & Hadden LLP
725 South Figueroa Street, 34th Floor
Los Angeles, California 90017
Pursuant to Rule 429, this Post-Effective Amendment will be included a Combined
Prospectus relating to this Registration Statement and Registration Statement
File No. 333-95451.
Pursuant to Rule 429(b), this Post-Effective Amendment also serves as
Post-Effective Amendment No. 3 to Registration Statement File No. 333-95451.
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.
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Subject to completion, dated September 15, 2000
SUPPLEMENT, DATED SEPTEMBER __, 2000,
TO PROSPECTUS, DATED AUGUST 29, 2000,
OF
ESAT, INC.
Effective September 13, 2000, Michael C. Palmer is no longer serving as
President, Chief Executive Officer and Secretary of the company. Chester L.
Noblett, Jr., the current chairman of the board, will be acting CEO, pending a
search for a new CEO. Mark S. Basile, our Chief Financial Officer, has been
elected Secretary of the company. See "Management" commencing at page 26 of the
prospectus for the business backgrounds of Mr. Noblett and Mr. Basile.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Universal City, State
of California, on September 15, 2000.
ESAT, INC.
By /s/ Mark S. Basile
--------------------------------------
Mark S. Basile,
Chief Financial Officer
Pursuant to the requirement of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Chester L. Noblett, Jr. Acting Chief Executive Officer, September 15, 2000
- -------------------------------- Chairman of the Board and
Chester L. Noblett, Jr. Assistant Secretary
/s/ Mark S. Basile Chief Financial Officer, September 15, 2000
- -------------------------------- Principal Accounting Officer
Mark S. Basile and Secretary
/s/ Salvator A. Piraino Director September 15, 2000
- --------------------------------
Salvator A. Piraino
/s/ Edward Raymund* Director September 15, 2000
- --------------------------------
Edward Raymund
/s/ Esther Rodriguez* Director September 15, 2000
- --------------------------------
Esther Rodriguez
/s/ James E. Fuchs* Director September 15, 2000
- --------------------------------
James E. Fuchs
* By /s/ Mark S. Basile
--------------------------------
Mark S. Basile
Attorney-in-Fact