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E4L Inc – ‘S-3’ on 1/13/00

On: Thursday, 1/13/00 · Accession #: 912057-0-1192 · File #: 333-94611

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/13/00  E4L Inc                           S-3                    4:75K                                    Merrill Corp/FA

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         20     82K 
                          Pursuant to a Transaction                              
 2: EX-4.1      Instrument Defining the Rights of Security Holders     8     35K 
 3: EX-5        Opinion re: Legality                                   2±     9K 
 4: EX-23       Consent of Experts or Counsel                          1      5K

S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Company, The Exhibits and Financial Statement Schedules Experts Incorporation of Certain Documents by Reference Indemnification of Directors and Officers Legal Matters Other Expenses of Issuance and Distribution Plan of Distribution Risk Factors Selling Stockholders Special Note Regarding Forward-Looking Statements The Company Undertakings Use of Proceeds Where You Can Get More Information
1	1st Page - Filing Submission
5	Special Note Regarding Forward-Looking Statements
6	Risk Factors
9	The Company
10	Use of Proceeds
11	Selling Stockholders
13	Plan of Distribution
"	Legal Matters
"	Experts
15	Incorporation of Certain Documents by Reference
"	Where You Can Get More Information
17	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
18	Item 16. Exhibits and Financial Statement Schedules
"	Item 17. Undertakings

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As filed with the Securities and Exchange Commission on January 13, 2000  

 Registration No. 333- _

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------

FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
 ---------------

 e4L, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

13-2658741
 (I.R.S. Employer Identification Number)

 15821 VENTURA BOULEVARD
 5TH FLOOR
 LOS ANGELES, CALIFORNIA 91436
(Address of principal executive offices)

DANIEL M. YUKELSON
 EXECUTIVE VICE PRESIDENT/FINANCE AND CHIEF FINANCIAL OFFICER, AND SECRETARY
 15821 VENTURA BOULEVARD
 5TH FLOOR
 LOS ANGELES, CALIFORNIA 91436
 (Name and address of agent for service)

(818) 461-6400
 (Telephone number, including area code, of agent for service)
------------------

Approximate date of commencement of proposed sale to the public: As soon as     
practicable after the Registration Statement becomes effective.                 

If the only securities being registered on this form are being offered pursuant 
to dividend or interest reinvestment plans, 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
investment 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, 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

                                                        [Enlarge/Download Table]

                                                             Proposed              Proposed           Amount of    
      Title of Securities           Amount to be         Maximum Offering      Maximum Aggregate    Registration   
       to be Registered              Registered           Price Per Share       Offering Price           Fee       

                                                                                                                   

  Common Stock, par value                                                                                          
  $.01 per share                       600,000            $3.0625/share (1)        $1,837,500(1)      $485.10(1)   
-------------------------------------------------------------------------------------------------------------------


(1)    Based on the average of the high and low trading price of the            
     Registrant's Common Stock as reported by the New York Stock Exchange on
      January 12, 2000, as estimated solely for the purpose of calculating the
      registration fee in accordance with Rule 457(c) under the Securities Act
of 1933.                                                          

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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON    
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), ACTING PURSUANT TO 
SAID SECTION 8(a), MAY DETERMINE.                                               

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SUBJECT TO COMPLETION - JANUARY 13, 2000

PROSPECTUS

 e4L, INC.
 15821 VENTURA BOULEVARD
 5TH FLOOR
 LOS ANGELES, CALIFORNIA 91436
(818) 461-6400
------------------------------------

600,000 SHARES OF COMMON STOCK
------------------------------------

       Selling Stockholders are offering and selling up to 600,000 shares of
common stock. The Selling Stockholders may acquire the shares of common stock   
offered pursuant to this Prospectus upon exercise of warrants or upon           
satisfaction of e4L's obligations to the holders of Series E Convertible        
Preferred Stock.                                                                

       The Selling Stockholders may offer the shares of common stock through
public or private transactions, on the New York Stock Exchange, at prevailing   
market prices, or at privately negotiated prices.                               

       e4L's common stock is listed on the New York Stock Exchange under the
symbol "ETV." On January 12, 2000, the closing sale price for the common stock, 
as quoted on the New York Stock Exchange, was $2.875 per share.                 

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN
 INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SHARES OF COMMON STOCK OR       
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.                                                 

 The date of this Prospectus is                  .
                              ------------------

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        The information in this Prospectus is not complete and may be changed.
The selling stockholders may not sell these securities until the registration   
statement filed with the Securities and Exchange Commission is effective. This  
Prospectus is not an offer to sell these securities and it is not soliciting an 
offer to buy these securities in any state where the offer or sale is not       
permitted.                                                                      

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                                   

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.................................................................3

RISK FACTORS......................................................................................................4

THE COMPANY.......................................................................................................7

USE OF PROCEEDS...................................................................................................8

SELLING STOCKHOLDERS..............................................................................................9

PLAN OF DISTRIBUTION.............................................................................................11

LEGAL MATTERS....................................................................................................11

EXPERTS  ........................................................................................................11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................13

WHERE YOU CAN GET MORE INFORMATION...............................................................................13


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 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Some of the statements contained in this Prospectus discuss future
expectations, contain projections of results of operations or financial         
condition or state other "forward-looking" information regarding e4L and its    
subsidiaries. Those statements are subject to known and unknown risks,          
uncertainties and other factors that could cause the actual results to differ   
materially from those contemplated by the statements. The forward-looking       
information is based on various factors and has been derived using numerous     
assumptions.                                                                    

      Important factors that may cause e4L's actual results to differ from
projections include, for example,                                               

       -   the success or failure of e4L's efforts to implement its business
strategies;                                           

-   competition for products and media time;                  

       -   the ability to raise sufficient capital to expand e4L's business;

        -   the ability to develop or obtain rights to successful new products
          and ability to exploit alternative distribution channels such as
wholesale/retail and electronic commerce;             

      -   the ability to attract and retain quality employees and talented
          performers for e4L's direct response television programming; and

         -   other risks which may be described in e4L's future filings with the
SEC.                                                  

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RISK FACTORS

       You should carefully consider each of the following factors and other
information in this prospectus before deciding to invest in shares of e4L's     
Common Stock.                                                                   

e4L HAS HISTORICALLY SUFFERED LOSSES WHICH HAS ADVERSELY AFFECTED CASH FLOW     

        e4L incurred significant losses in four of its last five fiscal years.
e4L also reported a net loss of approximately $43.6 million for fiscal year 1999
and a loss of $10.7 million during the six months ended September 30, 1999.     
Because of e4L's historical financial condition as well as other unfavorable    
conditions, e4L developed a business plan and has begun implementing new        
strategies designed to increase net revenue, reduce costs and return it to      
profitability. If the business plan does not adequately address the             
circumstances and situations which resulted in e4L's historic poor performance, 
e4L would be required to seek alternative forms of financing, the availability  
of which is uncertain, or be forced to go out of business.                      

THE DIRECT RESPONSE MARKETING AND ELECTRONIC COMMERCE INDUSTRIES ARE EXTREMELY  
COMPETITIVE                                                                     

       e4L experiences extreme competition for products, customers and media
access in the direct response marketing and electronic commerce industries.     
Accordingly, to be successful, e4L must:                                        

        -   Accurately predict consumer needs and market conditions, including
            consumers' acceptance of the Internet as a medium for commerce and
competition;                                          
-   Introduce successful products;                            
         -   Produce compelling direct response television programs and Internet
sales initiatives;                                    
-   Acquire appropriate amounts of media time;                
-   Manage its media time effectively;                        
-   Fulfill customer orders timely and efficiently;           
-   Provide courteous and informative customer service;       
-   Maintain adequate vendor relationships and terms;         
-   Enhance successful products to generate additional sales; 
        -   Expand the methods used to sell products, including greater use of
the Internet as a sales medium;                       
-   Expand in existing geographic markets; and                
-   Integrate acquired companies and businesses efficiently.  

       e4L's historical operating results were primarily caused by delays in
product introductions, lack of successful products, failure to adequately       
leverage its global spending and economic conditions in the Asian (including the
South Pacific Rim) market. More recently, reduced media availability and limited
new products have negatively affected e4L's operating results. e4L actively     
seeks out new products, new sources of products and alternative distribution    
channels, including wholesale/retail and the Internet. e4L cannot be certain    
that inventors and product manufacturers will select it to market their         
products. Significant delays in product introductions or a lack of successful   
products could prevent e4L from selling adequate amounts of its products and    
otherwise have a negative effect on e4L's business.                             

e4L DEPENDS UPON FOREIGN SALES FOR REVENUE, WHICH EXPOSES e4L TO ADDITIONAL     
RISKS                                                                           

   e4L markets products to consumers in over 70 countries. In recent
years, e4L has derived approximately forty percent of its net revenue from sales
to customers outside the United States and Canada. e4L's largest international  
markets are Europe and Asia, primarily Japan, Australia and New Zealand. The    
economic environment in the Asian region has had and, for the foreseeable       
future, may continue to have, an adverse effect on e4L. e4L's international     
expansion has caused an increase in its working capital requirements due to the 
additional time required to deliver products abroad and receive payment from    
foreign countries.                                                              

    While e4L's foreign operations have the advantage of airing direct
response television programs that have already proven successful in the United  
States, as well as successful direct response television programs produced by   
other direct marketing companies with limited media access and distribution     
capabilities, there can be no assurance that e4L's foreign operations will      
continue to generate similar revenue or operate profitability. Competition in   
the international marketplace is intense. In addition, e4L is subject to many   
risks associated with doing business abroad including:                          

-   adverse fluctuations in currency exchange rates;          

-   transportation delays and interruptions;                  

-   political and economic disruptions;                       

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   -   the imposition of tariffs and import and export controls; and

-   increased customs or local regulations.                   

      The occurrence of any of these risks could have an adverse effect on
e4L's business.                                                                 

AS e4L ENTERS NEW MARKETS, IT IS CONFRONTED WITH NEW AND COMPLEX ISSUES         

      As e4L enters new markets, it is faced with the uncertainty of never
having done business in that country's particular commercial, political and     
social environment. Accordingly, despite e4L's best efforts, the likelihood of  
success is unpredictable for reasons particular to each new market. For example,
e4L's success in any new market is based primarily on strong product acceptance 
by consumers in the new market. It is also possible that, despite e4L's         
apparently successful entrance into a new market, some unforeseen circumstance  
could arise which would limit e4L's ability to continue to do business, operate 
profitability or to expand in that new market.                                  

e4L DEPENDS ON THE INTRODUCTION OF SUCCESSFUL NEW PRODUCTS TO BE PROFITABLE     

        e4L is dependent on its continuing ability to introduce successful new
products to supplement or replace existing products as they mature through their
product life cycles. e4L's five most successful products each year typically    
account for a substantial amount of e4L's annual net revenue. Generally, e4L's  
successful products change from year to year. Accordingly, e4L's future results 
of operations depend on its ability to introduce successful products            
consistently and to capture the full revenue potential of each product at all   
stages of consumer marketing and distribution channels during the product's life
cycle.                                                                          

       In addition to a supply of successful new products, e4L's revenue and
results of operations depend on a positive customer response to its direct      
response television programming and the effective management of product         
inventory and media time. Consumer response to e4L's programming depends on many
variables, including the appeal of the products being marketed, the             
effectiveness of the direct response program, the availability of competing     
products and the timing and frequency of program airings. We cannot assure you  
that e4L's programming will receive market acceptance.                          

        e4L must have an adequate supply of inventory to meet consumer demand.
Most of e4L's products have a limited market life, so it is extremely important 
that e4L generate maximum sales during this time period. If production delays or
shortages, poor inventory management or inadequate cash flow prevent e4L from   
maintaining sufficient inventory, e4L could lose potential product sales, which 
may never be recouped. In addition, unanticipated obsolescence of a product may 
occur or problems may arise regarding regulatory, intellectual property, product
liability or other issues which adversely affect future sales of a product even 
though e4L may still hold a large quantity of the product in inventory.         
Accordingly, e4L's ability to maintain systems and procedures to effectively    
manage its inventory is of critical importance to e4L's cash flow and results of
operations.                                                                     

         The average product life cycle in the United States and internationally
is less than two years. Generally, products generate their most significant     
revenue in their first year of sales. In addition, e4L must adapt to market     
conditions and competition as well as other factors which may cut short a       
product's life cycle and adversely affect e4L's results of operations.          

         e4L offers a limited money-back guarantee on all of its products if the
customer is not fully satisfied. Accordingly, e4L's results of operations may be
adversely affected by product returns under e4L's guarantee, its product        
warranty or otherwise. Although e4L establishes reserves against product returns
which it believes are adequate based on product mix and returns history, e4l    
cannot assure you that it will not experience unexpectedly high levels of       
product returns which exceed the reserves for that product. If product returns  
do exceed reserves, e4L's results of operations would be adversely affected.    

e4L DEPENDS ON THIRD PARTY MANUFACTURERS AND SERVICE PROVIDERS FOR MANY OF ITS  
ACTIVITIES                                                                      

        Substantially all of e4L's products are manufactured by other domestic
and foreign companies. In addition, e4L utilizes other companies to fulfill     
orders placed for e4L's products and to provide telemarketing services. If e4L's
suppliers are unable, either temporarily or permanently, to deliver products to 
e4L in time to fulfill sales orders, it could have a negative effect on e4L's   
results of operations. Moreover, because the time from the initial approval of a
product by e4L's product development department until the first sale of a       
product must be short, e4L must be able to cause its product manufacturers to   
quickly produce high-quality, reasonably priced products for e4L to sell.       
However, because e4L's primary product manufacturers are foreign companies which
require longer lead times for products, any delay                               

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in production or delivery would adversely affect sales of the product and e4L's 
results of operations. In addition, e4L's use of foreign manufacturers further  
exposes e4L to the general risks of doing business abroad.                      

e4L MUST BE ABLE TO ACQUIRE AND EFFECTIVELY USE MEDIA TIME TO SELL PRODUCTS AND 
BUILD BRAND AWARENESS                                                           

    e4L must have access to media time to televise its direct response
television programming on cable and broadcast networks, network affiliates and  
local stations. e4L purchases a significant amount of media time from cable     
television and satellite networks, which assemble programming for transmission  
to cable system operators. If demand for airtime increases, cable system        
operators and broadcasters may limit the amount of time available for these     
broadcasts. Larger multiple cable system operators also sell 'dark' time, (i.e.,
the hours during which a network does not broadcast its own programming) to     
third parties which may cause prices for such media to rise. Significant        
increases in the cost of media time or significant decreases in e4L's access to 
media could negatively impact e4L. In addition, periodic world events may limit 
e4L's access to air time and reduce the number of persons viewing e4L's direct  
response programming in one or more markets, which would negatively impact e4L  
for these periods.                                                              

     Recently, international media suppliers have begun to negotiate for
fixed media rates and minimum revenue guarantees, each of which increase e4L's  
cost of media and risk. In addition to acquiring adequate amounts of media time,
e4L's business depends on its ability to manage efficiently its acquisitions of 
media time, by analyzing the need for, and making purchases of, long term media 
and spot media. e4L must also properly allocate its available airtime among its 
current library of direct response television programs. Whenever e4L makes      
advance purchases and commitments to purchase media time, it must manage the    
media time effectively, because the failure to do so could negatively affect    
e4L's business. If e4L cannot use all of the media time it has acquired, it     
attempts to sell its excess media time to others. However, e4L cannot assure you
that it will be able to use or sell its excess media time.                      

        In April 1998, e4L began leasing a twenty-four hour transponder on the
Eutelstat Satellite, which broadcasts across Europe. e4L has incurred           
significant start-up costs in connection with the transponder lease. If e4L is  
unable to use effectively or sell the remaining transponder media time, e4L's   
future operations could be negatively affected. During the year ended March 31, 
1999, e4L classified a portion of this contract as unfavorable and recorded a   
$5.3 million unusual charge.                                                    

e4L HAS BEEN SUBJECT TO NUMEROUS LAWSUITS AND REGULATORY ACTIONS                

         There have been many lawsuits against companies in the direct marketing
industry. In recent years, e4L has been involved in significant legal           
proceedings and regulatory actions by the Federal Trade Commission and Consumer 
Products Safety Commission, which have resulted in significant costs and charges
to e4L. In addition, e4L, its wholly owned subsidiary, Positive Response        
Television, Inc. and Positive Response's chief executive officer are subject to 
FTC consent orders which require them to submit periodic compliance reports to  
the FTC. Any additional FTC or CPSC violations or significant new litigation    
could have an adverse effect on e4L's business.                                 

e4L IS EXPOSED TO PRODUCT LIABILITY CLAIMS BY CONSUMERS                         

       Products sold by e4L may expose it to potential liability from damage
claims by users of the products. In certain instances, e4L is able to obtain    
contractual indemnification rights against these liabilities from the           
manufacturers of the products. In addition, e4L generally requires its          
manufacturers to carry product liability insurance. However, e4L cannot be      
certain that manufacturers will maintain this insurance or that their coverage  
will be adequate to cover all claims. In addition, e4L cannot be certain that it
will be able to maintain its insurance coverage or obtain additional coverage on
acceptable terms, or that its insurance will provide adequate coverage against  
all claims.                                                                     

e4L COMPETES WITH MANY OTHER TYPES OF COMPANIES FOR CUSTOMERS                   

       e4L competes directly with companies which generate sales from direct
response television programs and other direct marketing and electronic commerce 
companies. e4L also competes with a large number of consumer product retailers, 
many of which have substantially greater financial, marketing and other         
resources than e4L. Some of these retailers have recently begun, or indicated   
that they intend to begin, selling products through direct response marketing   
methods, including sales in various e-commerce channels, such as the Internet.  
e4L also competes with companies that make imitations of e4L's products at      
substantially lower prices, which may be sold in department stores, pharmacies, 
general merchandise stores and through magazines, newspapers, direct mail       
advertising, catalogs and the Internet.                                         

e4L PLACES GREAT RELIANCE ON ITS KEY PERSONNEL                                  

       e4L's executive officers have substantial experience and expertise in
direct response sales and marketing, electronic commerce and media. In addition,
e4L is highly dependent on certain of its employees responsible for             

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product development and production of direct response television programs. If   
any of these individuals leave e4L, e4L's business could be negatively affected.

e4L'S BUSINESS IS AFFECTED BY SEASONALITY ISSUES                                

e4L's revenue varies throughout the year. e4L's revenue has   
historically been highest in its third and fourth fiscal quarters and lower in  
its first and second fiscal quarters due to fluctuations in the number of       
television viewers. These seasonal trends have been and may continue to be      
affected by the timing and success of new product offerings and the potential   
growth in e4L's electronic commerce businesses.                                 

e4L'S STOCK PRICE MAY BE ADVERSELY AFFECTED BY SALES OF ITS CONVERTIBLE         
SECURITIES                                                                      

      Sales of a substantial number of shares of e4L's common stock in the
public market could adversely affect the market price of e4L's common stock     
outstanding. As of November 30, 1999, there are approximately 35.7 million      
shares of e4L Common Stock outstanding, nearly all of which are freely tradable.
In addition, approximately 45.0 million shares of e4L Common Stock are currently
reserved for issuance upon the exercise of outstanding options and warrants and 
the conversion of convertible preferred stock. For example, approximately 16.6  
million shares of Common Stock may be issued to holders of e4L's Series D       
Convertible Preferred Stock (based on a conversion price of $1.073125 per share)
and approximately 10.9 million shares of Common Stock may be issued to holders  
of e4L's Series E Convertible Preferred Stock (based on a conversion price of   
$1.50 per share and not including any shares of common stock that are issuable  
to holders of Series E Convertible Preferred Stock in satisfaction of the       
one-year 4% premium payable upon conversion).                                   

 THE COMPANY

e4L is principally engaged in the use of direct response  
transactional television programming, also known as infomercials,               
wholesale/retail distribution and electronic commerce, to sell consumer products
worldwide. e4L manages all phases of direct marketing for the majority of its   
consumer products in both the United States and international markets, including
product selection and development, manufacturing by third parties, production   
and broadcast of direct response programs, order processing and fulfillment and 
customer service.                                                               

           e4L is engaged in direct marketing of consumer products in the United
States through its wholly-owned subsidiary, Quantum North America, Inc.         
(formerly Media Arts International, Ltd. and d/b/a e4L North America), which e4L
acquired in 1986, and internationally through its wholly-owned subsidiaries:    
Quantum International Limited, which e4L acquired in 1991; Quantum Prestige     
Limited, through which e4L operates in New Zealand and in all Asian countries   
other than Japan; Quantum International (Japan) Company Limited, which e4L      
formed in June 1995; and Suzanne Paul Holdings Pty Limited and its operating    
subsidiaries which e4L acquired in July 1996. e4L produces television           
programming through e4L Television (formerly d/b/a DirectAmerica Corporation),  
which e4L acquired in October 1995.                                             

         e4L is a Delaware corporation, with its principal executive offices
located at 15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436,   
and its telephone number is (818) 461-6400.                                     

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 USE OF PROCEEDS

      e4L will not receive any proceeds from the sale of the shares of
Common Stock offered by the Selling Stockholders pursuant to this Prospectus.   
The Selling Stockholders will remit to e4L the exercise price of the warrants in
connection with an exercise of such securities. e4L will use the proceeds from  
such warrant exercises for working capital purposes.                            

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SELLING STOCKHOLDERS

          The following table sets forth the name of the Selling Stockholders,
the number of shares of Common Stock beneficially owned by each Selling         
Stockholder as of January 12, 2000, and the number of shares of Common Stock    
which may be offered for sale pursuant to this Prospectus by each Selling       
Stockholder. The Offered Shares may be offered from time to time by each Selling
Stockholder named below. See "Plan of Distribution." However, the Selling       
Stockholders are under no obligation to sell all or any portion of the shares of
Common Stock offered hereby, nor is any Selling Stockholder obligated to sell   
such shares of Common Stock immediately under this Prospectus. Because the      
Selling Stockholders may sell all or part of the shares of Common Stock offered 
hereby, no estimate can be given as to the number of shares of Common Stock that
will be held by each Selling Stockholder upon termination of any offering made  
hereby.                                                                         

     Pursuant to Rule 416(a) under the Securities Act, the shares of
Common Stock issuable in respect of the warrants are subject to adjustment by   
reason of stock splits, stock dividends and other similar transactions in the   
Common Stock.                                                                   

                                                        [Enlarge/Download Table]


                                                                              Common Shares Beneficially
                                                                               Owned After Offering (1) 
                                        Number of Common                      --------------------------
       Name of Selling Stockholder     Shares Beneficially     Common Shares                  Percent of
                                     Owned Prior to Offering  Offered Hereby    Number       Outstanding

                                                                                                        
The Media Group, Inc.                         266,667              266,667         0              0     
Bochetto & Lentz, P.C.                        133,333              133,333         0              0     
 Jeffrey S. Amling                              1,927                1,927         0              0     
Mark Armbruster                                   326                  326         0              0     
D. Geoff Armstrong                              1,634                1,634         0              0     
Frank Bodenchack                                2,172                2,172         0              0     
Charles Carey                                     241                  241         0              0     
Mark Cuban                                      2,410                2,410         0              0     
Douglas Frankel                                   483                  483         0              0     
William Gerlach                                 4,818                4,818         0              0     
Gruber/McBaine International                    5,786                5,786         0              0     
Hirsch Living Trust vdt 10/30/90                  964                  964         0              0     
Benjamin Homel                                    964                  964         0              0     
David Jacobs                                      483                  483         0              0     
Jacor Communications, Inc.                     96,426               96,426         0              0     
Casey Kasem, Inc. Retirement Trust                653                  653         0              0     
Kraig Kitchin                                   1,928                1,928         0              0     
Ross & Rebecca Kudwitt                            326                  326         0              0     
Laguintas Partners, L.P.                       18,321               18,321         0              0     
Robert Lee                                        483                  483         0              0     
Lehman Family Trust                               964                  964         0              0     
Stephen C. Lehman                              34,433               34,433         0              0     
Howard Loewenberg                                 723                  723         0              0     
Drew Marcus                                       772                  772         0              0     
Douglas D. and Andrea T. Mitchelson               192                  192         0              0     
Robert Moore                                    1,928                1,928         0              0     
Wilhelmina Nuehring Family Trust                1,722                1,722         0              0     
Harry Radutzky                                    483                  483         0              0     
S/L Trilling Trust                              2,411                2,411         0              0     
David and Sonia Salzman                         8,088                8,088         0              0     


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                                                        [Enlarge/Download Table]

                                                                              Common Shares Beneficially
                                        Number of Common                        Owned After Offering (1)
       Name of Selling Stockholder     Shares Beneficially     Common Shares                  Percent of
                                     Owned Prior to Offering  Offered Hereby    Number       Outstanding

                                                                                                        

Andrew M. Schuon                                  483                  483         0              0     
Talisman Capital Opportunity Fund               4,248                4,248         0              0     
Charles Thornstrom                              2,172                2,172         0              0     
Scott Wieler                                      483                  483         0              0     
Robert Wilson                                     326                  326         0              0     
Robert Wunsch                                     172                  172         0              0     
Robert Wunsch FBO Margaret and John                                                                     
Scott                                              57                   57         0              0     


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

(1)      Assumes the sale of all shares of Common Stock offered hereby. e4L is  
        not aware of any plans of the Selling Stockholders to dispose of their
Common Stock.                                                 

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PLAN OF DISTRIBUTION

       The shares of Common Stock are being offered on behalf of each of the
Selling Stockholders and e4L will not receive any proceeds from the Offering.   
The shares of Common Stock may be sold or distributed from time to time by each 
Selling Stockholder, or by pledgees, donees or transferees of, or other         
successors in interest to, each Selling Stockholder, directly to one or more    
purchasers (including pledgees) or through brokers, dealers, agents or          
underwriters who may act solely as agent or may acquire such shares as          
principals, at market prices prevailing at the time of sale, at prices related  
to such prevailing market prices, at negotiated prices, or at fixed prices,     
which may be subject to change. The sale of the shares of Common Stock may be   
effected in one or more of the following methods: (i) ordinary brokers'         
transactions, which may include long or short sales; (ii) transactions involving
cross or block trades or otherwise on the New York Stock Exchange; (iii)        
purchases by brokers, dealers or underwriters as principal and resale by such   
purchasers for their own accounts pursuant to this Prospectus; (iv) "at the     
market" to or through market makers or into established trading markets,        
including direct sales to purchasers or sales effected through agents; (v) or   
any other exchange on which the Common Stock is listed (including any           
over-the-counter listing service); (vi) any combination of the foregoing, or by 
any other legally available means. In addition, each Selling Stockholder or its 
successor in interest may enter into hedging transactions with broker-dealers   
who may engage in short sales of shares of Common Stock in the course of hedging
the position they assume with such Selling Stockholder. Each Selling Stockholder
or its successor in interest may also enter into option or other transactions   
with broker-dealers that require the delivery by such broker-dealers of the     
shares of Common Stock, which shares of Common Stock may be resold thereafter   
pursuant to this Prospectus. There can be no assurance that all or any of the   
shares of Common Stock will be issued to, or sold by, each Selling Stockholder. 

       Brokers, dealers, underwriters or agents participating in the sale of
the shares of Common Stock as agents may receive compensation in the form of    
commissions, discounts or concessions from each Selling Stockholder and/or      
purchasers of the Common Stock for whom such broker-dealers may act as agent, or
to whom they may sell as principal, or both (which compensation to a particular 
broker-dealer may be less than or in excess of customary commissions). Each     
Selling Stockholder and any broker-dealers or other persons who act in          
connection with the sale of the Common Stock hereunder may be deemed to be      
"Underwriters" within the meaning of the Securities Act, and any commission they
receive and proceeds of any sale of such shares may be deemed to be underwriting
discounts and commissions under the Securities Act. Neither e4L nor any of the  
Selling Stockholders can presently estimate the amount of such compensation. e4L
knows of no existing arrangements between any Selling Stockholders and any other
stockholders, broker, dealer, underwriter or agent relating to the sale or      
distribution of the shares of Common Stock.                                     

     A Selling Stockholder may decide not to sell any shares. e4L cannot
assure you that any Selling Stockholder will use this prospectus to sell any or 
all of the shares of Common Stock. Any shares covered by this prospectus which  
qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be 
sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In    
addition, a Selling Stockholder may transfer, devise or gift the shares by other
means not described in this prospectus.                                         

     Each Selling Stockholder and any other persons participating in the
sale or distribution of the Common Stock will be subject to applicable          
provisions of the Exchange Act and the rules and regulations thereunder, which  
provisions may limit the timing of purchases and sales of any of the Common     
Stock by any Selling Stockholder or any other such persons. The foregoing may   
affect the marketability of the Common Stock.                                   

e4L will pay substantially all of the expenses incident to the
registration, offering and sale of the Common Stock to the public other than    
commissions or discounts of underwriters, broker-dealers or agents. e4L has also
agreed to indemnify each Selling Stockholder and certain related persons against
certain liabilities, including liabilities under the Securities Act.            

 LEGAL MATTERS

    The validity of the shares of Common Stock offered hereby has been
passed upon for e4L by e4L's outside legal counsel, Klehr, Harrison, Harvey,    
Branzburg & Ellers LLP, Philadelphia, Pennsylvania.                             

 EXPERTS

 The consolidated financial statements and schedule of e4L, Inc.
appearing in e4L's Annual Report (Form 10-K) for the year ended March 31, 1999  
have been audited by Ernst & Young LLP, independent auditors, as set forth in   
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements and                                           

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schedule are incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.            

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 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows companies to "incorporate by reference" the information
filed with them, which means that e4L can disclose important information to you 
by referring you to those documents. The information incorporated by reference  
is considered to be part of this Prospectus and information e4L files later with
the SEC will automatically update and supersede this information. e4L           
incorporates by reference the documents listed below and any future filings it  
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the          
Securities Exchange Act of 1934:                                                

      (a) e4L's Annual Report on Form 10-K for the fiscal year ended March
31, 1999;                                             

         (b) e4L's Quarterly Report on Form 10-Q for the quarters ended June 30,
1999 and September 30, 1999;                          

      (c) e4L's Current Reports on Form 8-K dated June 8, 1999, August 30,
1999 and September 22, 1999;                          

       (d) e4L's Proxy Statements on Schedule 14A, dated August 23, 1999 and
December 16, 1999; and                                

(e) the description of e4L's Common Stock contained in e4L's  
    Registration Statement on Form 8-A, dated August 28, 1990,
       including all amendments and reports filed for the purpose of
updating such description.                            

        This Prospectus is part of a registration statement e4L filed with the
SEC. You should rely only on the information or representations provided in this
Prospectus. e4L has authorized no one to provide you with different information.
e4L is not offering or selling these securities in any state where the offer or 
sale is not permitted. You should not assume that the information in this       
Prospectus is accurate as of any date other than the date stated on the front   
cover page of this Prospectus.                                                  

        e4L will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request, a copy of any or all of such        
documents which are incorporated herein by reference. You should direct your    
requests for copies to e4L, Inc., 15821 Ventura Boulevard, 5th Floor, Los       
Angeles, California 91436; Attention: Investor Relations, telephone number (818)
461-6400, facsimile number (818) 461-6525.                                      

WHERE YOU CAN GET MORE INFORMATION

      At your request, e4L will provide you, without charge, a copy of any
exhibits to e4L's Registration Statement. If you would like more information,   
write or call e4L at:                                                           

e4L, Inc.                           
Attention:  Investor Relations      
15821 Ventura Boulevard, 5th Floor  
Los Angeles, California  91436      
Telephone:  (818) 461-6400          
Facsimile: (818) 461-6530           

   e4L's fiscal year ends on March 31. e4L intends to provide to its
stockholders annual reports containing audited financial statements and other   
appropriate reports. In addition, e4L files annual, quarterly and current       
reports, proxy statements and other information with the SEC. You may read and  
copy any reports, statements or other information e4L files at the SEC's public 
reference room in Washington, D.C. You can request copies of these documents,   
upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference 
rooms. e4L's SEC filings are also available to the public on the SEC's Internet 
site at http\\www.sec.gov.                                                      

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                                                                [Download Table]

                                                                               
No dealer, salesman or any other person                                        
has been authorized to give any                                                
information or to make any representations                                     
not contained in this Prospectus in              600,000 SHARES OF COMMON STOCK
connection with the offering described                                         
herein and, if given or made, such                       e4L, INC.             
information or representation must not be                                      
relied upon as having been authorized by                                       
e4L or the Selling Stockholders. This                                          
Prospectus does not constitute an offer                                        
to sell or a solicitation of an offer to                                       
buy a security other than the shares of                                        
Common Stock offered hereby, nor does it                   -------             
constitute an offer to sell or a                                               
solicitation of an offer to buy any of                   PROSPECTUS            
the securities offered hereby in any                                           
jurisdiction to any person to whom it is                   -------             
unlawful to make such offer or                                                 
solicitation in such jurisdiction. Neither                                     
the delivery of this Prospectus nor any sale                                   
made hereunder shall, under any circumstances,                                 
create any implication that the information                                    
contained herein is correct as of any date                                     
subsequent to the date hereof.                                                 

                                                      JANUARY 13, 2000         


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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

        The following is an itemized statement of the estimated amounts of all
expenses payable by e4L in connection with the registration of the shares of    
Common Stock offered hereby, other than underwriting discounts and commissions: 

                                                                [Download Table]

                                                                                    

 Registration Fee--Securities and Exchange Commission................... $   485.10 
*Blue Sky fees and expenses............................................. $ 1,000.00 
*Accountants' fees and expenses ........................................ $ 5,000.00 
*Legal fees and expenses ............................................... $ 5,000.00 
*Printing and EDGAR expenses ........................................... $ 1,000.00 
*Miscellaneous ......................................................... $ 1,000.00 
                                                                          --------- 
         Total ......................................................... $ 13,485.10
                                                                          ========= 


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

* Estimate                                                                      

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

    e4L has adopted in its Certificate of Incorporation and Bylaws the
provisions of Section 102(b)(7) of the Delaware General Corporation Law which   
eliminate or limit the personal liability of a director of e4L or its           
stockholders for monetary damages for breach of fiduciary duty as a director,   
except that this provision shall not eliminate or limit the liability of a      
director for any breach of the director's duty of loyalty to e4L or its         
stockholders, for acts or omissions not in good faith or which involve          
intentional misconduct or a known violation of the law, under Section 174 of the
Delaware General Corporation Law, or for any transaction from which the director
derived an improper personal benefit.                                           

         Further, e4L's Certificate of Incorporation and Bylaws provide that e4L
shall indemnify all persons whom it may indemnify pursuant to Section 145 of the
Delaware Corporation Law to the full extent permitted therein. Section 145      
provides, subject to various exceptions and limitations, that e4L may indemnify 
its directors or officers if such director or officer is a party or is          
threatened to be made a party to any threatened, pending or completed action,   
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of e4L, or is or was 
serving at the request of e4L as a director or officer of another corporation,  
against expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by him in connection with such   
action, suit or proceeding if he acted in good faith and in a manner he         
reasonably believed to be in or not opposed to the best interests of e4L, and,  
with respect to any criminal action or proceeding, had no reasonable cause to   
believe his conduct was unlawful. The determination of whether indemnification  
is proper under the circumstances, unless made by a court, shall be made by a   
majority of a quorum of disinterested members of the Board of Directors,        
independent legal counsel or the stockholders of e4L. In addition, e4L shall    
indemnify its directors or officers to the extent that they have been successful
on the merits or otherwise in defense of any such action, suit or proceeding, or
in the defense of any claim, issue or matter therein, against expenses          
(including attorneys' fees) actually and reasonably incurred by them in         
connection therewith.                                                           

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            

(a)  Schedule of Exhibits.                                    

                                                                [Download Table]


Exhibit                                                                   
NUMBER         EXHIBIT                                                    

                                                                          

4.1  (1)       Form of e4L Warrant issued to The Media Group, Inc. and to 
               Bochetto & Lentz, P.C.                                     

  5  (1)       Opinion and Consent of Klehr, Harrison, Harvey, Branzburg &
               Ellers LLP.                                                

 23  (1)       Consent of Ernst & Young LLP, independent auditors.        


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

(1)        Filed herewith.                                                      

ITEM 17. UNDERTAKINGS.                                                          

(a)     The undersigned Registrant hereby undertakes:                           

       (i) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:                      

                 (A) to include any prospectus required by section 10(a)(3) of
the Securities Act;                                                             

                (B) to reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent      
post-effective amendment thereof) which, individually or in the aggregate,      
represent a fundamental change in the information set forth in the Registration 
Statement.                                                                      

               (C) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or  
any material change to such information in the Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information     
required to be included in a post-effective amendment by those paragraphs is    
contained in periodic reports filed by the registrant pursuant to Section 13 or 
Section 15(d) of the Exchange Act that are incorporated by reference in the     
Registration Statement.                                                         

 (ii) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new  
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

        (iii) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.                                                                   

        (iv) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in the Registration       
Statement shall be deemed to be a new registration statement relating to the    
securities offered herein, and the offering of such securities at that time     
shall be deemed to be the initial BONA FIDE offering thereof.                   

(b) 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 foregoing provisions, or otherwise, the Registrant   
has been advised that in the opinion of the 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 its 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.                                                     

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on 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 Los Angeles, State of California, on this 12th  
day of January, 2000.                                                           

e4L, INC. 

               BY: /s/ Stephen C. Lehman
                                      ----------------------------------------
                                      Stephen C. Lehman, Chairman of the Board
                                      of Directors and Chief Executive Officer

 POWER OF ATTORNEY

   Each of the undersigned officers and directors of e4L, Inc. whose
signature appears below hereby appoints Stephen C. Lehman and Daniel M. Yukelson
as true and lawful attorney-in-fact for the undersigned with full power of      
substitution, to execute in his name and on his behalf in each capacity stated  
below, any and all amendments (including post-effective amendments) to this     
Registration Statement as the attorney-in-fact shall deem appropriate, and to   
cause to be filed any such amendment (including exhibits thereto and other      
documents in connection therewith) to this Registration Statement with the      
Securities and Exchange Commission, as fully and to all intents and purposes as 
such person might or could do in person, hereby ratifying and confirming all    
that said attorneys-in-fact, or any of them, may lawfully do or cause to be done
by virtue hereof.                                                               

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities indicated on this 12th day of January, 2000.                         

SIGNATURE                               TITLE(S)                

/s/ Stephen C. Lehman             Chairman of the Board of Directors and Chief
------------------------------     Executive Officer                            
Stephen C. Lehman                                                               

/s/ Daniel M. Yukelson            Executive Vice President/Finance and Chief  
------------------------------     Financial Officer, and Secretary             
Daniel M. Yukelson                                                              

/s/ Stuart D. Buchalter           Director                                    
------------------------------                                                  
Stuart D. Buchalter                                                             

/d/ David E. Salzman              Director                                    
------------------------------                                                  
David E. Salzman                                                                

/s/ Andrew M. Schuon              Director                                    
------------------------------                                                  
Andrew M. Schuon                                                                

/s/ Eric R. Weiss                 Vice Chairman of the Board of Directors and 
------------------------------     Chief Operating Officer                      
Eric R. Weiss                                                                   

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 EXHIBIT INDEX

                                                                [Download Table]


EXHIBIT NO.                                                               

                                                                          

    4.1        Form of e4L Warrant issued to The Media Group, Inc. and to 
               Bochetto & Lentz, P.C.                                     

    5          Opinion and Consent of Klehr, Harrison, Harvey, Branzburg &
               Ellers, LLP.                                               

   23          Consent of Ernst & Young LLP, independent auditors.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

Filed on:	1/13/00	1	16
	1/12/00	2	11
	12/16/99	15
	11/30/99	9
	9/30/99	6	15	10-Q, DEF 14A
	9/22/99	15		8-K
	8/30/99	15		8-K
	8/23/99	15		DEF 14A
	6/30/99	15		10-Q, S-3
	6/8/99	15		8-K
	3/31/99	8	15	10-K
				List all Filings

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Filing Submission 0000912057-00-001192 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

E4L Inc – ‘S-3’ on 1/13/00

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Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
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