REGISTRATION NO. 333-31998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 36-3574355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16400 Lark Ave., Suite 230
Los Gatos, California 95032
(408) 358-7100
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(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Anthony N. LaPine, President
16400 Lark Ave., Suite 230
Los Gatos, California 95032
(408) 358-7100
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
Taliesin Durant, Esq.
General Counsel and Corporate Secretary
Semotus Solutions, Inc.
16400 Lark Ave., Suite 230
Los Gatos, California 95032
(408) 358-7014
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 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
(1) Previously paid by Registrants.
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.
PROSPECTUS SUBJECT TO COMPLETION DATED ________ ___, 2003
The information in this prospectus is not complete and may be changed. The
securities may not be sold pursuant to this prospectus until this Post Effective
Amendment No. 1 to the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
EXPLANATORY NOTE
Semotus hereby amends its Registration Statement on Form S-3 (no. 333-31998)
(the "Registration Statement"), declared effective on March 21, 2000, by filing
this Post-Effective Amendment No. 1 (this "Amendment"). This Amendment is being
filed (1) to deregister 469,231 (938,462 post two-for-one stock split) shares of
common stock issuable upon conversion by the holders of preferred stock, and (2)
to include a prospectus supplement reflecting the deregistration of the shares
issuable upon conversion of preferred stock and repricing of up to 576,923
warrants to purchase 1,153,846 (post split) shares of Semotus' common stock from
an exercise price of $17.50 ($8.75 post split) per share to $0.01 per share.
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-31998
PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED MARCH 21, 2000
SEMOTUS SOLUTIONS, INC.
1,153,846 SHARES OF COMMON STOCK
This document supplements our prospectus dated March 21, 2000 (the
"prospectus"), relating to the possible offer and sale from time to time of up
to a total of 2,692,308 shares of common stock, par value $0.01 per share by the
"selling stockholders" identified in the accompanying prospectus. Share amounts
and exercise prices in this prospectus supplement have been adjusted to take
into account the two-for-one stock split effected on April 26, 2000. You should
read this prospectus supplement in conjunction with the accompanying prospectus,
which is to be delivered by selling securityholders to prospective purchasers
along with this prospectus supplement. The following information supplements the
information set forth under the caption "Selling Stockholders" in the
accompanying prospectus.
On December 31, 2002, Semotus Solutions, Inc. and Brown Simpson
Partners I, Ltd. (successors-in-interest to Brown Simpson Strategic Growth Fund,
Ltd. And Brown Simpson Strategic Growth Fund, L.P.) entered into a Preferred
Stock Buy Back and Mutual Release Agreement. As part of the Agreement, Semotus
repurchased from Brown Simpson all of the then outstanding shares of the
Company's Series B Convertible Preferred Stock. Therefore, the prospectus as
supplemented by this prospectus supplement does not cover the 938,462 shares of
common stock which were not converted by the holders of the preferred stock and
which were reacquired by Semotus.
Additionally, as part of the above mentioned Mutual Release Agreement,
Semotus has repriced the existing 576,923 warrants to purchase 1,153,846 shares
of Semotus' common stock from an exercise price of $8.75 per share to $0.01 per
share. Therefore, the prospectus as supplemented by this prospectus supplement
relates only to 1,153,846 shares of Semotus' common stock issuable upon the
exercise of the warrants.
Investing in OUR common stock involves certain risks. See "Risk
Factors" beginning on page 6 of the accompanying prospectus.
Neither the securities and exchange commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus any representation to the contrary is a criminal offense.
The date of this prospectus supplement is __________, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Post
Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, hereunto duly authorized, in Los Gatos,
California, on January 31, 2003.
By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL ME BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony N. LaPine his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, and hereby
ratifies and confirms all his said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
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/s/ Anthony N. LaPine Chief Executive Officer, January 31, 2003
- ------------------------- President and
Anthony N. LaPine Chairman of the Board
/s/ Charles K. Dargan, II Chief Financial Officer January 31, 2003
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Charles K. Dargan, II
/s/ Frederick M. Hoar Director January 31, 2003
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Frederick M. Hoar
/s/ Robert Lanz Director January 31, 2003
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Robert Lanz
/s/ Mark Williams Director January 31, 2003
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Mark Williams
/s/ William Murray Director January 31, 2003
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William Murray
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