As filed with the Securities and Exchange Commission on August 5, 2002
Registration No. 333-82010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATLANTIC TECHNOLOGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware 8731 36-3898269
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
350 Fifth Avenue
Suite 5507
New York, New York 10118
(212) 267-2503
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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FREDERIC P. ZOTOS, ESQ.
350 Fifth Avenue
Suite 5507
New York, New York 10118
(212) 267-2503
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
COPY TO:
EZRA G. LEVIN, ESQ.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
Approximate date of commencement of proposed sale to the public: At such
time or times as may be determined by the selling shareholders 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, as amended (the "Securities Act"), check the following box. [ ]
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. [x] 333-82010
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 the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Number of Proposed Maximum
Shares Maximum Aggregate Amount of
Title of Shares to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee Due
--------------------------------------------------------------------------------
Common stock, par 833,331 $0.14 $116,666.34 $27.88
value $.001 per
share (2)
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the average of
the high and low sales prices for Atlantic common stock reported on the
NASD Over-the-Counter Bulletin Board on July 31, 2002.
(2) Represent shares of Atlantic common stock that Atlantic agreed to issue to
Joseph Stevens & Company, Inc., the placement agent under the placement
agent agreement dated as of November 6, 2001, between Atlantic and Joseph
Stevens, for services rendered relating to the private placement of our
stock.
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 or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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EXPLANATORY NOTE
This Registration Statement is being filed under Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 833,331 shares of
common stock, par value $.001, of Atlantic Technology Ventures, Inc. These are
shares Atlantic agreed to issue to Joseph Stevens & Company, Inc., the placement
agent under the placement agent agreement dated as of November 6, 2001, between
Atlantic and Joseph Stevens, for services rendered relating to the private
placement of shares of our common stock.
The contents of the Registration Statement on Form SB-2 (Registration No.
333-82010) filed by Atlantic with the SEC on February 14, 2002, including the
exhibits thereto, which was declared effective by the Commission on February 14,
2002, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 on Form SB-2 and has
duly caused this amendment to the 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 July 26, 2002.
ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Frederic P. Zotos
----------------------------------
Name: Frederic P. Zotos
Title: President and Chief Executive
Officer
By: /s/ Nicholas J. Rossettos
----------------------------------
Name: Nicholas J. Rossettos
Title: Treasurer, Secretary and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Frederic P. Zotos President and Chief July 26, 2002
----------------------- Executive Officer
Frederic P. Zotos
/s/ Nicholas J. Rossettos Treasurer, Secretary and July 26, 2002
----------------------- Chief Financial Officer
Nicholas J. Rossettos
* Director July 26, 2002
-----------------------
Steve H. Kanzer
* Director July 26, 2002
-----------------------
Peter O. Kliem
* Director July 26, 2002
-----------------------
A. Joseph Rudick
* Director July 26, 2002
-----------------------
David Tanen
* By: /s/ Frederic P. Zotos
------------------------
Frederic P. Zotos
Attorney in Fact
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Exhibit Index
Exhibit No. Description
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5.1 Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP (contained in the
opinion filed as Exhibit 5.1 hereto).
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