As filed with the Securities and Exchange Commission on September 13, 2002
Registration No. 333-59684
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
The Singing Machine Company, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-3795478
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(State or Jurisdiction of (I.R.S. Employer
(Incorporation or organization) Identification No.)
The Singing Machine Company, Inc.
6601 Lyons Road, Bldg. A-7
Coconut Creek, FL 33073
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(Address of Principal Executive Office)
The Singing Machine Company, Inc.
Amended and Restated 1994 Management Stock Option Plan
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(Full Title of the Plan)
John Klecha, President and Chief Operating Officer
6601 Lyons Road, Bldg. A-7
Coconut Creek, FL 33073
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(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Each Class of Amount Offering Aggregate of
Securities to be to be Price Per Offering Registration
Registered Registered (1) Share Price Fee (3)
- ---------- -------------- ----- ----- -------
Common Stock (2) 19,500 $1.11 $ 21,645.00 $ 1.99
Common Stock (2) 353,175 $2.04 $720,477.00 $66.28
Common Stock (2) 7,250 $3.27 $ 23,707.50 $ 2.18
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TOTAL 379,925 $6.42 $765,829.50 $70.45
(1) This Registration Statement also covers such indeterminate amount of
securities as may be offered or sold pursuant to the terms of the 1994 Plan
to prevent dilution, pursuant to Rule 416(a) under the Securities Act of
1933, as amended.
(2) Calculated in accordance with Rule 457(h), based upon the exercise price of
outstanding options.
(3) The Registrant previously paid $631.07 in connection with the filing by the
Registrant of a Registration Statement on Form S-8 (File No. 333-59684) to
register 1,229,5000 shares of its common stock.
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 ("Registration Statement") is
being filed pursuant to General Instruction E to Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act") to register 379,925 additional
shares of the Registrant's common stock issuable pursuant to The Singing Machine
Company, Inc. Amended and Restated 1994 Management Stock Option Plan (the "1994
Plan"). Unless otherwise noted herein, this Registration Statement incorporates
by reference the contents of the Registrant's registration statement relating to
the 1994 Plan on Form S-8 (SEC File No. 333-59684) filed with the Securities and
Exchange Commission on April 27, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRANT STATEMENT
Item 8. Exhibits
Exhibit No. Description
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5.1 Opinion of Adorno & Yoss, P.A.*
10.1 The Singing Machine Company, Inc. Amended and
Restated 1994 Management Stock Option Plan*
23.1 Consent of Salberg &Company, P.A.*
23.2 Consent of Adorno & Yoss, P.A. (contained in
Exhibit 5.1)*
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Singing
Machine Company, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Coconut Creek, State of Florida, on September 13, 2002.
THE SIGNING MACHINE COMPANY, INC.
By: /s/ Edward Steele
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Edward Steele, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to the Registration Statement on Form S-8
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Edward Steele Chief Executive Officer September 13, 2002
- --------------------------- and Director
Edward Steele (Principal Executive Officer)
/s/ April J. Green Chief Financial Officer September 13, 2002
- --------------------------- (Principal Financial and
April J. Green Accounting Officer)
/s/ John Klecha President, Chief Operating Officer September 13, 2002
- -------------------------- Secretary and Director
John Klecha
/s/ Josef A. Bauer Director September 13, 2002
- --------------------------
Josef A. Bauer
/s/ Howard Moore Director September 13, 2002
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Howard Moore
/s/ Robert Weinberg Director September 13, 2002
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Robert Weinberg
EXHIBIT INDEX
5.1 Opinion of Adorno & Yoss, P.A.
10.1 Year 2001 Stock Option Plan
23.1 Consent of Salberg & Company, P.A.
23.2 Consent of Adorno & Yoss, P.A. (contained in Exhibit 5.1)