1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
POST-EFFECTIVE AMENDMENT NUMBER TWO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FILE NUMBER: 333-94813
INTERCARE.COM-DX, INC.
(Name of small business issuer in its charter)
California 7374 95-4304537
(State Or Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation Classification Code Number) Identification No.)
or Organization)
900 Wilshire Blvd., Suite 500
Los Angeles, CA 90017
(213) 627-8878
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
---------------------------
Anthony C. Dike, Chairman/CEO
900 Wilshire Blvd, Suite 500
Los Angeles, California 90017
(213) 627-8878
(Name, Address and Telephone Number of Agent For Service)
---------------------------
Copy To:
Randolf W. Katz, Esq
Bryan Cave, LLP
2020 Main Street, Suite 600
Irvine, California 92614
(949)223-7000
---------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions and other factors.
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. [ X ]
File number 333-94813
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. [ ]
2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class Amount to be Price Per Offering Registration
of Securities Registered Share Price Fee
Common Stock, (1) 2,500,000 $5.00(2) $12,500,000 $6600
No par value
<FN>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(g) under the Securities Act of 1933.
(2) Our estimated price per share is $5
------------------------
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
3
ITEM 27. EXHIBITS.
The following exhibits are filed with this Post-Effective Amendment Registration
Statement:
Number Description
5.1 Opinion Regarding Legality(*)
- --
<FN>
(*) Filed herewith.
ITEM 28. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as express in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication such issue.
(5) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of
the time the Commission declared it effective.
(6) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned in the City of Los
Angeles, State of California on the 23 day of March 2001.
4
INTERCARE.COM-DX, INC. (Registrant)
By:/s/ Anthony C. Dike
__________________________
Anthony C. Dike
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby appoints
Anthony C. Dike as their attorney-in-fact, with full power to act alone, to
sign in the name and in behalf of the Registrant and any such person,
individually and in each capacity stated below, any and all amendments,
including post-effective amendments, to this Registration Statement.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities indicated on the 23 day of March 2001:
/s/ Anthony C. Dike
_______________________________
Anthony C. Dike, Chairman, Director, Chief Executive Officer
/s/ Russell Lyons
_______________________________
Russell Lyons, President, Director, Chief Technology Officer
/s/ Philip Falase
______________________________
Philip Falase, Chief Financial Officer, Director
/s/ Edward Williams
______________________
Edward Williams, Director
/s/ Dan Thornton
__________________________
Dan Thornton, Director
/s/ Dale W. Church
__________________________
Dale Church, Director
Item 1. Description of Registrant's Securities to be Registered.
The information contained in "Description of Capital Stock" in the
Registrant's Registration Statement on Form SB-2/A Post-Effective Amendment
filed on March 27, 2000, is hereby Incorporated by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration Statement:
1. Articles of Incorporation of InterCare.com, Inc.
a California corporation, as amended to date,
incorporated by reference to Exhibit 3.1 to the
Registrant's Form SB-2/A Post-Effective
Registration Statement
2. Bylaws of InterCare.com, a California corporation
incorporated by reference to Exhibit 3.3 to the
Registrant's Form SB-2/A Post-Effective
Registration Statement
3. OPINION RE LEGALITY
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
InterCare.com-dx, Inc.
Date: March 23, 2001
By: /s/ Anthony C. Dike
___________________________________
Anthony C. Dike, Secretary
Chairman, Chief Executive Officer
5