UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
EAGLE BROADBAND, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 76-0494995
State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
101 Courageous Drive League City, Texas 77573-3925
(281) 538-6000
(Address, including zip code, and telephone number,
including area code, of
registrant's principal executive offices)
Copy to:
Thomas C. Pritchard, Esq.
Brewer & Pritchard, P.C. Three Riverway,
Suite 1800 Houston, Texas 77002
Phone (713) 209-2950 Fax (713) 209-2921
David Micek 101 Courageous Drive League City,
Texas 77573-3925
(Name, address, including zip code, phone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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, 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 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 [ ].
CALCULATION OF REGISTRATION FEE
==================================== =================== ========================= ========================= ==================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount Offering Price Aggregate Amount of
Securities To Be Registered Being Registered Per Share Offering Price (1) Registration Fee(2)
- ------------------------------------ ------------------- ------------------------- ------------------------- ------------------
Common Stock, par value $.001 per share 30,843,750 $0.16 $4,935,000 $625.26
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the bid and ask prices per share of our common stock, as
reported on the American Stock Exchange, on August 24, 2005.
(2) Previously paid.
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.
Explanatory Note
The Company is filing this Amendment No. 1 to its Registration Statement on
Form S-1 (File No. 333-127895), as originally filed with the SEC on August 26,
2005, for the sole purpose of including the delaying amendment which was
inadvertently omitted from the original filing. This Amendment No. 1 to Form S-1
does not modify any other provision of the Registration Statement and
accordingly such Registration Statement is not included herein.
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 Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in League City, Texas on August 31, 2005.
Eagle Broadband, Inc.
By: /s/ David Micek
-----------------------
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- ---------------------------- -------------------------------------------- -------------
/s/ David Micek Chief Executive Officer Aug. 31, 2005
- ---------------------------- (Principal Executive Officer)
David Micek
/s/ Eric Blachno Chief Financial Officer Aug. 31, 2005
- ---------------------------- (Principal Financial and Accounting Officer)
Eric Blachno
/s/ H. Dean Cubley Director Aug. 31, 2005
- ----------------------------
H. Dean Cubley
/s/ Christopher W. Futer Director Aug. 31, 2005
- ----------------------------
Christopher W. Futer
/s/ Glenn A. Goerke Director Aug. 31, 2005
- ----------------------------
Glenn A. Goerke
/s/ C. J. Reinhartsen Director Aug. 31, 2005
- ----------------------------
C. J. Reinhartsen
/s/ Lorne E. Persons Director Aug. 31, 2005
- ----------------------------
Lorne E. Persons
/s/ James D. Yarbrough Director Aug. 31, 2005
- ----------------------------
James D. Yarbrough