AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2001
REGISTRATION STATEMENT NO. 333-53758
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A-1
AMENDMENT NUMBER ONE TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RETURN ASSURED INCORPORATED
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(Exact name of Registrant as specified in its charter)
DELAWARE 13-3896069
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Matthew Sebal, President
Return Assured Incorporated
1901 Avenue of the Stars, Suite 1710 1901 Avenue of the Stars, Suite 1710
Los Angeles, CA 90067 Los Angeles, CA 90067
887.807.4664 887.807.4664
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(Address, including zip code, and (Name, address, including zip code,
telephone number, including area and telephone number, including area
code, of registrant's principal code, of agent for service)
executive offices)
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With copies to:
Adam S. Gottbetter, Esq.
James G. Smith, Esq.
Kaplan Gottbetter & Levenson, LLP
630 Third Avenue, 5th Floor
New York, NY 10017-6705
212.983.6900
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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, as amended ("the Securities Act") 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 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 Proposed
Amount Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of each Class of Securities Being Registered Registered Per Security(1) Offering Price(1) Fee
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Common Stock, par value, $.001 per share ................. 6,515,352 $1.03 $ 6,710,813
Common Stock underlying $1.00 warrant..................... 1,040,000 $ 1.00 $ 1,040,000
Common Stock underlying $1.43 warrant..................... 28,000 $ 1.43 $ 40,400
Common Stock underlying $3.00 warrant..................... 333,333 $ 3.00 $ 999,999
Total.............................................................................................$ 8,791,212 $2,198*
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*Paid with Form S-3, File Number 333-53758 filed January 16, 2001.
(1) Estimated solely for purposes of calculating the registration fee for the
common stock, based upon the average of the bid and asked prices of the
common stock on the Nasdaq SmallCap Market on January 11, 2001, pursuant to
Rule 457(c) under the Securities Act. For purposes of calculating the
registration fee for the common stock underlying the warrants, based on the
exercise price of the warrants pursuant to Rule 457(g) under the Securities
Act.
THIS 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 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, MAY DETERMINE.
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This Amendment Number One to Form S-3, File Number 333-53758, filed January 16,
2001, is amended solely (i) to amend the estimated expenses in connection with
the distribution of the securities being registered in Part II, Item 14, and
(ii) to include the opinion of counsel as Exhibit 5.1.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the distribution of the
securities being registered, all of which are to be paid by the Registrant, are
as follows:
Securities and Exchange Commission Registration Fee $ 2,198
Printing and Engraving Expenses 7,000
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 3,000
Miscellaneous Fees and Expenses 500
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Total $22,698
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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 a Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 26th day of
January, 2001.
RETURN ASSURED INCORPORATED
(Registrant)
By: /s/ MATTHEW SEBAL
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Name: Matthew Sebal
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on January 26, 2001.
By: /s/ MATTHEW SEBAL
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Matthew Sebal
President and Chairman of the Board
By: /s/ MICHAEL HILLERBRAND*
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Michael Hillerbrand
Director
By: /s/ ROBERT BLAGMAN*
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Robert Blagman
Director
By: /s/ DALE VANDER GEISSEN*
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Dale Vander Geissen
Director
By: /s/ BARRY GOLDSAMMLER*
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Barry Goldsammler
Chief Financial Officer
By: /s/ MICHAEL SWEATMAN*
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Michael Sweatman
Vice President of Finance and
Chief Accounting Officer
*Executed by Matthew Sebal pursuant to power of attorney filed with Form S-3,
File Number 333-53758, filed January 16, 2001.
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Kaplan Gottbetter & Levenson, LLP
23.3 Consent of Kaplan Gottbetter & Levenson, LLP (included in Exhibit 5)
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