As filed with the Securities and Exchange Commission on July 14, 2003
Registration No. 333-103227
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WIRE ONE TECHNOLOGIES,
INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
5065 | 77-0312442 |
(State
or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
225 Long Avenue
Hillside, New Jersey 07205
(973) 282-2000
(Address, including zip code, and telephone number, including area code of
Registrant’s principal executive offices)
Richard Reiss
Chief Executive Officer
Wire One Technologies, Inc.
225 Long Avenue
Hillside, New Jersey 07205
(973) 282-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Michael J.W. Rennock, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8000
Approximate Date of Commencement of Proposed Sale of the Securities 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. 
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.
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Amount
to be Registered |
Proposed
Maxi mum Offering Price Per Share |
Proposed
Maximum Aggregate Offering Price |
Amount
of Registration Fee (7) |
|||||||||
| |
|||||||||||||
Common
Stock, $0.0001 par value per share(1) |
3,304,612 | $ | 1.75(5) | $ | 5,783,071(5) | $ | 532 | ||||||
|
|
|||||||||||||
| Common Stock, $0.0001 par value per share(2) | 74,676 | $ | 2.47(6) | $ | 184,076(6) | $ | 15 | ||||||
| |
|||||||||||||
| Common
Stock, $0.0001 par value per share(3) |
248,874 | $ | 1.75(5) | $ | 435,530(5) | $ | 40 | ||||||
|
|
|||||||||||||
| Common Stock, $0.0001 par value per share(4) | 100,000 | $ | 2.47(6) | $ | 247,000(6) | $ | 20 | ||||||
| |
|||||||||||||
| (1) | Pursuant to the issuance
under the Note and Warrant Purchase Agreement, dated as of December 17,
2002 and as amended May 12, 2003 of subordinated convertible notes in
the aggregate principal amount of $4,888,000 bearing interest at the rate
of eight percent per annum and warrants to purchase an aggregate of 814,668
shares of common stock, includes: (i) the 2,036,667 shares of common stock
issuable upon the conversion of such subordinated convertible notes at
a conversion price of $2.40 per share, (ii) the 814,668 shares of common
stock issuable upon exercise of such outstanding warrants, and (iii) 527,953
shares of common stock reserved for issuance as payment of interest on
the subordinated convertible notes, which interest may be paid in cash
or in common stock at the option of the Registrant. Pursuant to Rule 416
under the Securities Act of 1933, this registration statement shall be
deemed to cover any additional securities issuable pursuant to the anti-dilution
provisions of these notes from stock splits, stock dividends or similar
transactions. |
| (2) | Represents 74,676 shares of common stock issued as payment of default interest on the subordinated convertible notes. |
| (3) | Represents (i) shares of
common stock with piggyback rights on this offering and (ii) shares of
common stock issuable upon exercise of outstanding warrants with piggyback
rights on this offering. Pursuant to Rule 416, this registration statement
shall be deemed to cover any additional securities issuable pursuant to
the anti-dilution provisions of these warrants from stock splits, stock
dividends or similar transactions. |
| (4) | Represents shares of common stock issuable upon exercise of outstanding warrants with piggyback rights on this offering. Pursuant to Rule 416, this registration statement shall be deemed to cover any additional securities issuable pursuant to the anti-dilution provisions of these warrants from stock splits, stock dividends or similar transactions. |
| (5) | Estimated solely for the
purpose of computing the registration fee, based on the average of the
high and low sales prices of the common stock as reported by the Nasdaq
National Market on February 12, 2003 in accordance with Rule 457 under
the Securities Act of 1933. |
| (6) | Estimated solely for the purpose of computing the registration fee, based on the average of the high and low sales prices of the common stock as reported by the Nasdaq National Market on July 1, 2003 in accordance with Rule 457. |
| (7) | 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, as amended, 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
This Amendment No. 5 to the Registration Statement on Form S-3 (File No. 333-103227) consists solely of the refiling of Exhibit 5.1.
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 the requirements for filing on Form S-3 and has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillside, State of New Jersey, on July 14, 2003.
| WIRE ONE TECHNOLOGIES, INC. | |||
| By: | /s/ Richard Reiss | ||
| Richard Reiss Chairman and Chief Executive Officer |
|||
| Signature
|
Title | |||
| |
|
|||
| /s/
Richard Reiss
|
Chairman and Chief Executive Officer (Principal Executive Officer) |
|||
| Richard Reiss | ||||
| /s/
Christopher Zigmont* |
Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
| Christopher Zigmont | ||||
| /s/
Leo Flotron* |
President and Chief Operating Officer and Director | |||
| Leo Flotron | ||||
| /s/
Jonathan Birkhahn* |
Director | |||
| Jonathan Birkhahn | ||||
| /s/
Michael Sternberg* |
Director | |||
| Michael Sternberg | ||||
| /s/
James Kuster* |
Director | |||
| James Kuster | ||||
| /s/
Dean Hiltzik* |
Director | |||
| Dean Hiltzik | ||||
| /s/
Michael Toporek* |
Director | |||
| Michael Toporek | ||||
| /s/
Lewis Jaffe |
Director | |||
| Lewis Jaffe | ||||
| *By: | /s/ Richard Reiss | |||
| Richard Reiss | ||||
| attorney-in-fact | ||||
II-5