AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2001
REGISTRATION NO. 333-75203
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________
FORECROSS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 7372 94-2823882
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
90 NEW MONTGOMERY STREET
SAN FRANCISCO, CA 94105
TELEPHONE: (415) 543-1515; FACSIMILE: (415) 543-6701
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
BERNADETTE C. CASTELLO
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
90 NEW MONTGOMERY STREET
SAN FRANCISCO, CA 94105
TELEPHONE: (415) 543-1515; FACSIMILE: (415) 543-6701
(Name, address, including zip code, and telephone
number, including area code,
of agent for service)
__________________
COPIES OF COMMUNICATIONS TO:
ANDREW J. COSENTINO, ESQ.
PIPER MARBURY RUDNICK & WOLFE LLP
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020-1104
TELEPHONE: (212) 835-6188; FACSIMILE: (212) 835-6001
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, please 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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
We had originally registered the sale by certain selling stockholders of up
to an aggregate of 4,226,370 shares of our common stock consisting of 3,153,102
shares of our common stock and 1,073,268 shares of common stock to be issued
upon exercise of warrants. An aggregate of 1,081,985 shares of our common stock
have been sold pursuant to this registration statement. We are now deregistering
the remaining 3,144,385 shares of our common stock under this registration
statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of San Francisco, State of California, on the 6th day
of June, 2001.
FORECROSS CORPORATION
By: /s/ Bernadette C. Castello
-----------------------------
Bernadette C. Castello
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- -----
/s/ Kim O. Jones Chief Executive Officer, June 6, 2001
- -------------------------- President and Director
KIM O. JONES (principal executive officer)
/s/ Bernadette C. Castello Senior Vice President, Chief June 6, 2001
- -------------------------- Financial Officer and Director
BERNADETTE C. CASTELLO (principal financial and
accounting officer)
/s/ Richard A. Carpenter Director June 6, 2001
- --------------------------
RICHARD A. CARPENTER
*By: /s/ Bernadette C. Castillo
--------------------------
Bernadette C. Castillo
Attorney-in-Fact