AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 2002
REGISTRATION NO. 333-85154
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2/A
FOURTH AMENDMENT TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LocatePLUS Holdings Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 7379 04-3332304
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
100 Cummings Center
Suite 235M
Beverly, Massachusetts 01915
(978) 921-2727
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(Address and telephone number of principal executive offices and principal
place of business)
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Jon R. Latorella
President and Chief Executive Officer
LocatePLUS Holdings Corporation
100 Cummings Center
Suite 235M
Beverly, Massachusetts 01915
(978) 921-2727
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(Name, Address, and Telephone Number of Agent for Service)
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Copy to:
Michael A. Hickey, Esq. Geoffrey T. Chalmers, Esq.
Kirkpatrick & Lockhart LLP 33 Broad Street
75 State Street Suite 1100
Boston, Massachusetts 02109 Boston, Massachusetts 02109
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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 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. [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------- ----------------- ---------------- -------------------- -------------
Units, each consisting of 12,000,000 $0.30 $3,600,000 $333
(i) one share of Class B
Non-Voting Common Stock; 12,000,000 -- -- --
and
(ii) one warrant to purchase
one share of Class A Voting 12,000,000 -- -- --
Common Stock
Shares of Class A Voting Common
Stock issuable upon exercise of 12,000,000(2) $0.50 $6,000,000 $552
warrants underlying Units
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) Pursuant to Rule 416, there are also being registered such additional
shares of Class A Voting Common Stock as may be issuable pursuant to the
anti-dilution provisions of the warrants.
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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 that 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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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and we are not soliciting offers to buy these
securities, in any state where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED AUGUST 5, 2002
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1.1 Underwriting Agreement between LocatePLUS Holdings Corporation and
Oftring & Company, Inc., dated March 15, 2002.**
1.2 Amendment to Underwriting Agreement between LocatePLUS Holdings
Corporation and Oftring & Company, Inc., dated June 18, 2002.**
1.3 Second Amendment to Underwriting Agreement between LocatePLUS Holdings
Corporation and Oftring & Company, Inc., dated July 22, 2002.**
3.1 Second Amended and Restated Certificate of Incorporation of LocatePLUS
Holdings Corporation, as filed with the Secretary of State of the
State of Delaware on March 19, 2002.**
3.2 By-Laws of LocatePLUS Holdings Corporation.**
4.1 Warrant and Unit Agreement by and between LocatePLUS Holdings
Corporation and Transfer Online, Inc., dated March 22, 2002.**
4.2 Form of Warrant Certificate.**
4.3 Form of Unit Certificate.**
4.4 Form of Class A Voting Common Stock Certificate.**
4.5 Form of Class B Non-voting Common Stock Certificate.**
4.6 Form of Restricted Warrant Agreement (Warrant to Purchase Shares of
Class A Voting Common Stock).**
4.7 Form of Restricted Warrant Agreement (Warrant to Purchase Shares of
Class B Non-voting Common Stock).**
4.8 Form of Convertible Subordinated Promissory Note ("Bridge Note").**
4.9 Form of Detachable Warrant Agreement ("Bridge Warrant").**
4.10 $10,000 Convertible Promissory Note, dated March 9, 2001.**
4.11 Amended form of Warrant Certificate.**
4.12 Amended and Restated Warrant and Unit Agreement by and between
LocatePLUS Holdings Corporation and Transfer Online, Inc., dated June
20, 2002.**
4.13 Amendment to $10,000 Convertible Promissory Note, dated July 23,
2002.**
5.1 Opinion of Kirkpatrick & Lockhart LLP.**
10.1 Master Lease Agreement between Cummings Properties, Inc. and Worldwide
Information, Inc., dated November 20, 1999.**
10.2 Database License Agreement between Worldwide Information, Inc. and
TransUnion Corporation, undated.(1)
10.3 Database License Agreement between LocatePLUS.com, Inc. and Hogan
Information Services Co., dated November 27, 2001.(1)
10.4 License Agreement between Worldwide Information, Inc. and First
American Real Estate Solutions, LLC, dated March 31, 1999.(1)
10.5 Channel Partner Agreement between LocatePLUS Holdings Corporation and
Intellicorp LTD, dated September 1, 2001.**
10.6 Letter Agreement between LocatePLUS Holdings Corporation and
Intellicorp LTD, dated December 19, 2001.**
10.7 Secured Note, dated June 1, 2001.**
10.8 $750,000 Loan Agreement between LocatePLUS Holdings Corporation and
Gemstone Investment Company, Inc., dated June 4, 2002.**
10.9 Security Agreement between LocatePLUS Holdings Corporation and
Gemstone Investment Company, Inc., dated June 4, 2002.**
10.10 Pledge Agreement between Jon R. Latorella and Gemstone Investment
Company, Inc., dated June 4, 2002.**
10.11 Mortgage between Jon R. Latorella and Gemstone Investment Company,
Inc., dated June 4, 2002.**
10.12 Guaranty Agreement, between Jon R. Latorella and Gemstone Investment
Company, Inc., dated June 4, 2002.**
10.13 $175,000 Ten Year Term Promissory Note, made by Jon R. Latorella,
dated January 3, 2000.**
10.14 $100,000 Ten Year Term Promissory Note, made by Jon R. Latorella,
dated January 3, 2000.**
10.15 $125,000 Ten Year Term Promissory Note, made by Robert A. Goddard,
dated January 3, 2000.**
10.16 $750,000 Promissory Note, made by LocatePLUS Holdings Corporation,
dated June 4, 2002.**
21.1 Subsidiaries of LocatePLUS Holdings Corporation.**
23.1 Consent of Kirkpatrick & Lockhart LLP.**
23.2 Consent of PricewaterhouseCoopers LLP.**
99.1 Escrow Agreement by and between American Pacific Bank, Transfer
Online, Inc., Oftring & Co., Inc. and LocatePLUS Holdings Corporation,
dated June 20, 2002.**
99.2 Subscription Agreement (for use in states in which the Registrant's
securities are being registered by coordination or qualification).**
99.3 Subscription Agreement (for use in the Commonwealth of Massachusetts
only).**
** Previously filed with the Commission.
(1) Confidential treatment being sought by the Registrant.
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, as amended, to be signed on its behalf by the undersigned, in the
Commonwealth of Massachusetts, on August 2, 2002.
LOCATEPLUS HOLDINGS CORPORATION
(REGISTRANT)
By /s/ Jon R. Latorella
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Chairman, President and
Chief Executive Officer
Each person whose signature appears below appoints Jon R. Latorella as his
or her attorney-in-fact, with full power of substitution and re-substitution, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, as amended, on Form SB-2 of LocatePlus Holdings
Corporation and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all the said attorney-in-fact and agent or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this
Registration Statement, as amended, was signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
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/s/ Jon R. Latorella Chairman of the Board, President August 5, 2002
- ---------------------- and Chief Executive Officer
Jon R. Latorella
/s/ Robert A. Goddard Chief Financial Officer, August 5, 2002
- ---------------------- Treasurer and Secretary
Robert A. Goddard (Chief Accounting Officer)
/s/ Sonia P. Bejjani Director, August 5, 2002
- ---------------------- President, Worldwide Information, Inc.
Sonia P. Bejjani
/s/ John P. Houlihan Director August 5, 2002
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John P. Houlihan
/s/ Thomas W. Garlock Director August 5, 2002
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Thomas W. Garlock
/s/ Gerard Scalley Director August 5, 2002
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Gerard Scalley
/s/ Richard B. Yules Director August 5, 2002
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Richard B. Yules