Varsity Brands Inc – ‘S-1/A’ on 1/3/00

On:  Monday, 1/3/00   ·   Accession #:  889812-0-12   ·   File #:  333-92781

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Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 1 to Registration Statement              4     21K 

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As Filed with the Securities and Exchange Commission on January 3, 2000   

                                                      Registration No. 333-92781

--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------------------

AMENDMENT NO. 1   
TO  
FORM S-1
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

----------------------------------

 RIDDELL SPORTS INC.
(Exact name of registrant as specified in its charter)

----------------------------------

   Delaware                         3949                        22-2890400
----------------------         ---------------------------      ----------------
(State or other juris-         primary standard industrial      (I.R.S. Employer
diction of incorpora-         classification code number        identification
tion or organization)                                                number)  

50 East 42nd Street, Suite 1808, New York, NY 10017 (212) 808-5400
------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

----------------------------------

DAVID GROELINGER
 CHIEF FINANCIAL OFFICER
RIDDELL SPORTS INC.,
 50 EAST 42ND STREET, NEW YORK, NY 10017
(212) 808-5400
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

----------------------------------

COPIES TO:

CLIFFORD A. BRANDEIS, ESQ.                    RUBI FINKELSTEIN, ESQ.            
ZUKERMAN GORE & BRANDEIS, LLP                 ORRICK HERRINGTON & SUTCLIFFE, LLP
900 THIRD AVENUE                              666 FIFTH AVENUE                  
NEW YORK, NEW YORK  10022                     NEW YORK, NY 10103                
Phone: (212) 223-6700                         Phone: (212) 506-5000             
Fax: (212) 223-6433                           Fax: (212) 506-5151               

    Approximate date of commencement of proposed sale to the public: As soon
as practicable after effective date of the registration statement.              

    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, 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, check the following box and   
list the Securities Act registration 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,
check the following box. //                                                     

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---------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE                               
---------------------------------------------------------------------------------------
                                             Proposed                                  
                                             Maximum     Proposed                      
                                             Offering    Maximum          Amount of    
Title of Each Class of        Amount to be   Price Per   Aggregate        Registration 
Securities to Be Registered   Registered     Unit        Offering Price   Fee          
---------------------------------------------------------------------------------------
                                                                                       
Common Stock, par value       1,287,500         $3.125   $4,023,437.50    $1,062.25(1) 
$.01 per share                                                                         
---------------------------------------------------------------------------------------
Rights                        1,000,000            N/A             N/A             (2) 
---------------------------------------------------------------------------------------
Warrants                      1,000,000            .01         $10,000        $2.64(3) 
                                                                              -----    
---------------------------------------------------------------------------------------
Total                                                                        $1,064.89 
                                                                             ========= 
---------------------------------------------------------------------------------------

(1)   Calculated pursuant to Rule 457(c), and includes an additional 37,500     
      shares of Common Stock which the Underwriter has the option to purchase to
cover over-allotments, if any.                                      

(2)   Pursuant to Rule 457(3), no registration fee is payable with respect to   
     the rights since the rights are being registered in the same registration
statement as the securities to be offered pursuant thereto.         

(3)   Calculated pursuant to Rule 457(g)(i).                                    

 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 this registration statement    
shall become effective on such date as the Securities and Exchange Commission,  
acting pursuant to said Section 8(a), may determine.                            

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   Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the      
Registrant pursuant to the provisions described under Item 15 above, or         
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as        
expressed in the Securities Act and is, therefore, unenforceable. In the event  
that a claim for indemnification against such liabilities (other than the       
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,   
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, unless 
in the opinion of our counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act and will be governed by the final adjudication of such issue.    

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 Amendment No. 1 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       
January 3, 2000.                                                                

Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

             RIDDELL SPORTS INC.

             By: /s/ David Mauer
                        ------------------------
           David Mauer

                 Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DAVID M. MAUER and DAVID GROELINGER and each of  
them, as his true and lawful attorney-in-fact and agent, with full power of     
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective     
amendments) to this Registration Statement, and to file the same, with all      
exhibits thereto, and other documents in connection therewith, with the         
Securities and Exchange Commission, granting unto said attorney-in-fact and     
agent full power and authority to do and perform each and every act and thing   
requisite or necessary to be done in and about the premises, as fully as to all 
intents and purposes as he might or could do in person, hereby ratifying and    
confirming all that said attorney-in-fact and agent or any of them, or his      
substitutes, may lawfully do or cause to be done by virtue thereof.             

Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed by the following persons in the          
capacities and on the dates                                                     

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indicated.                                                                      

                                                                [Download Table]
                                                                              
/s/ David M. Mauer           Chief Executive Officer           January 3, 2000
--- ----- -- -----           and Director David M. Mauer                      
(Principal Executive Officer)                                                 

/s/ Robert Nederlander       Chairman of the Board             January 3, 2000
--- ------ -----------                                                        
Robert Nederlander                                                            

/s/ Jeffrey G. Webb          Vice Chairman of the Board        January 3, 2000
--- ------- -- ----          and President and Chief                          
Jeffrey G. Webb              Operating Officer of                             
                             Varsity Spirit Corporation                       

/s/ Leonard Toboroff         Vice President and Director       January 3, 2000
--- ------- --------                                                          
Leonard Toboroff                                                              

/s/ David Groelinger         Executive Vice President and      January 3, 2000
--- ----- ----------         Chief Financial Officer                          
David Groelinger             (Principal Financial Officer)                    

/s/ Lawrence Simon           Senior Vice President             January 3, 2000
--- -------- -----           (Principal Accounting Officer)                   
Lawrence Simon                                                                

/s/ Don Kornstein            Director                          January 3, 2000
--- --- ---------                                                             
Don Kornstein                                                                 

/s/ John McConnaughy, Jr.    Director                          January 3, 2000
--- ---- ------------ ---                                                     
John McConnaughy, Jr.                                                         

/s/ Glenn E. Schembechler    Director                          January 3, 2000
--- ----- -- ------------                                                     
Glenn E. Schembechler                                                         

/s/ Arthur N. Seessel, III   Director                          January 3, 2000
--- ------ -- -------- ---                                                    
Arthur N. Seessel, III                                                        

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Dates Referenced Herein

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