As filed with the Securities and Exchange Commission on April 22, 2011
Registration No. 333-173212
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
PRE-EFFECTIVE AMENDMENT NO. 1 TO
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
DATARAM CORPORATION
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
New Jersey 22-1831409
_____________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 7528, Princeton, NJ 08543
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(609) 799-0071
_____________________________________________________________________________
(Registrant's telephone number, including area code)
Agent For Service
MARK E. MADDOCKS
Dataram Corporation
186 Princeton-Hightstown Road
West Windsor, New Jersey 08550
(609) 799-0071
With Copies To:
THOMAS J. BITAR, ESQ.
Dillon, Bitar & Luther, L.L.C.
200 Park Avenue, Suite 301
Florham Park, NJ 07932
(973) 539-3100
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [ ]
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Registration Fee
Offering Price
Offering:
Common Stock,
$1.00 par value per share (2) -
Debt Securities (2) -
Warrants (2) -
Units (2) -
Total Offering $20,000,000.00 $2,322.00(3)
(1) There are being registered hereunder such indeterminate number of
shares of common stock, such indeterminate principal amount of debt
securities, such indeterminate number of warrants to purchase common stock
or debt securities, and such indeterminate number of units, as shall have an
aggregate initial offering price not to exceed $20,000,000.00. If any debt
securities are issued at an original issue discount, then the offering price
of such debt securities shall be in such greater principal amount as shall
result in an aggregate initial offering price not to exceed $20,000,000.00,
less the aggregate dollar amount of all securities previously issued
hereunder. Any securities registered hereunder may be sold separately or as
units with other securities registered hereunder. The proposed maximum
initial offering price per unit will be determined, from time to time, by
the registrant in connection with the issuance by the registrant of the
securities registered hereunder. The securities registered also include such
indeterminate number of shares of common stock and amount of debt securities
as may be issued upon conversion of or exchange for debt securities that
provide for conversion or exchange, upon exercise of warrants or pursuant to
the anti-dilution provisions of any such securities. In addition, pursuant
to Rule 416 under the Securities Act of 1933, as amended, the shares being
registered hereunder include such indeterminate number of shares of common
stock as may be issuable with respect to the shares being registered
hereunder as a result of stock splits, stock dividends or similar
transactions.
(2) The proposed maximum aggregate offering price per class of
security will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities registered
hereunder and is not specified as to each class of security pursuant to
General Instruction II(D) of Form S-3 under the Securities Act of 1933, as
amended.
(3) Calculated pursuant to Rule 457(o) under the Securities Act of
1933, as amended, based on the proposed maximum aggregate offering price.
The registrant hereby amends this registration statement on such date as may
be necessary to delay its effective date until we shall further 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 or until this registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
The registrant hereby amends Item 16 to include the following amended
exhibits:
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
3(a) Restated Certificate of Incorporation. Incorporated by reference
from Exhibits to an Annual Report on Form 10-K for the year ended
April 30, 2008, filed with the Securities and Exchange Commission, SEC
file number 001-08266, on July 25, 2008.*
3(b) By-Laws. Incorporated by reference from Exhibits to an Annual Report
on Form 10-K for the year ended April 30, 2008, filed with the
Securities and Exchange Commission, SEC file number 001-08266, on July
25, 2008.*
4(a) Specimen certificate for shares of common stock.*
4(b) Form of Indenture.*
4(c) Form of Debt Security (included in Exhibit 4(b)).*
4(d) Form of Warrant Agreement.***
4(e) Form of Warrant.***
5.1 Opinion of Dillon, Bitar & Luther, L.L.C.**
23(a) Consent of J.H. Cohn LLP.*
23(b) Consent of Dillon, Bitar & Luther, L.L.C. (contained in Exhibit
5.1).**
24 Powers of Attorney (included on the signature pages to the original
Registration Statement).*
25 Statement of Eligibility of Trustee for the Debt Securities.****
________________
* Previously filed.
** Amended Exhibit filed herewith.
*** To be filed, if necessary, on an exhibit to a post-effective amendment
to this registration statement or as on exhibit to a Current Report on Form
8-K to be filed by the registrant in connection with a specific offering,
and incorporated herein by reference.
**** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act.
(b) Financial Statement Schedules.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Dataram Corporation, 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 West Windsor, State
of New Jersey, on the 22nd day of April, 2011.
DATARAM CORPORATION
By: /s/ MARK E. MADDOCKS
________________________
Mark E. Maddocks
Vice President, Finance
Date: April 22, 2011 *
------------------------------
Roger C. Cady, Chairman of the
Board of Directors
Date: April 22, 2011 *
------------------------------
John H. Freeman, President,
Chief Executive Officer and
Director
Date: April 22, 2011 *
------------------------------
Thomas A. Majewski, Director
Date: April 22, 2011 *
-----------------------------
Rose Ann Giordano, Director
Date: April 22, 2011 By: /s/ MARK E. MADDOCKS
------------------------------
Mark E. Maddocks
Vice President, Finance
(Principal Financial & Accounting Officer)
* By: /s/ MARK E. MADDOCKS
Mark E. Maddocks
Attorney in Fact