Spatialight Inc – ‘S-3/A’ on 4/24/97

As of:  Thursday, 4/24/97   ·   Accession #:  912057-97-14016   ·   File #:  333-17105

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     19     99K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-23.1     Consent of Experts or Counsel                          1      6K 

S-3/A   —   Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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          As filed with the Securities and Exchange Commission on April 24, 1997

                                                      Registration No. 333-17105

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      SECURITIES AND EXCHANGE COMMISSION

     WASHINGTON, D.C.  20549

      ____________________

    FORM S-3

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
     AMENDMENT NO. 4

      ____________________

     SPATIALIGHT, INC.

      (Exact name of registrant as specified in its charter)

     ___________________

                                                        [Enlarge/Download Table]


                                                                                                  
          NEW YORK                           3998                          16-1360382             
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer Identification No.
 incorporation or organization)  Classification Code Number)                                      


      WILLIAM E. HOLLIS, PRESIDENT
     SPATIALIGHT, INC.
      8-C COMMERCIAL BOULEVARD
     NOVATO, CALIFORNIA  94949
      (415) 883-3693

(Address, including zip code, and telephone number, including area code, of     
registrant's principal executive offices and name, address and telephone number 
     of agent for service)

      ________________

      Copies to:

       Bradley J. Rock, Esq.
      Scott M. Stanton, Esq.
    Gray Cary Ware & Freidenrich
      A Professional Corporation
     400 Hamilton Avenue
     Palo Alto, CA 94301
      (415) 328-6561
     _____________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  After the     
effective date of this Registration Statement as determined by market           
conditions                                                                      

     _______________

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 offered on a      
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  /X/                               

                                                          [cover page continues]

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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.  / /                                            

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL FILE A   
FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT     
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME         
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

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PROSPECTUS                                                                      

     SPATIALIGHT, INC.

      2,135,000 Shares of Common Stock
      1,585,000 Shares of Common Stock
      issuable upon exercise of Warrants

 There are hereby offered 2,135,000 shares of common stock, $.01 par value
per share ("Common Stock") of Spatialight, Inc. (formerly known as Sayett Group,
Inc.)(the "Company") and 1,585,000 shares of Common Stock issuable upon exercise
of certain outstanding Warrants of the Company.  The Common Stock offered by    
means of this Prospectus is sometimes hereinafter collectively referred to as   
the "Securities."  The Company will receive the proceeds of exercise of the     
Warrants, if any, and will use such proceeds, if any, for working capital.      
The Warrants are exercisable at a price of $1.00 per share through July 15,     
1997, $1.25 through July 15, 1999, and $1.50 through July 15, 2001.             

All of the 3,720,000 shares of Common Stock are being offered by selling
shareholders (the "Selling Shareholders").  See "SELLING SHAREHOLDERS."  The    
Company will not receive any of the proceeds from the sale of the shares being  
offered by the Selling Shareholders.  Such sales may be made in any one or      
more transactions (which may involve block transactions) in the                 
over-the-counter market, on the NASDAQ Stock Market, and any exchange on which  
the Common Shares may then be listed, or otherwise in negotiated transactions   
or a combination of such methods of sale, at market prices prevailing at the    
time of sale, at prices related to such prevailing market prices or at          
negotiated prices.  Currently, the Common Stock offered hereby may only be      
traded in the so-called "pink sheets" over the counter and on the NASD's OTC    
Bulletin Board. The Company must reapply for listing and satisfy certain        
qualitative and quantitative criteria before any of the shares of Common Stock  
offered hereby may be sold on NASDAQ or any exchange, and there can be no       
assurance that the Company will ever satisfy such criteria. The Selling         
Shareholders may effect such transactions by selling Shares to or through       
broker-dealers, and such broker-dealers may sell the shares as agent or may     
purchase such Shares as principal and resell them for their own account         
pursuant to this Prospectus. Any such participating broker-dealers may be       
deemed to be "underwriters" under the Securities Act.  Such broker-dealers may  
receive compensation in the form of underwriting discounts, concessions or      
commissions from the Selling Shareholders and/or purchasers of Shares from      
whom they may act as agent (which compensation may be in excess of customary    
commission).                                                                    

      ____________________

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED 
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.  SEE "RISK  
FACTORS" COMMENCING AT PAGE 4 HEREIN.                                           

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE         
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR       
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL  
OFFENSE.                                                                        
      __________________________
      The date of this Prospectus is ___________, 1997

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     AVAILABLE INFORMATION

The Company is a reporting company under the Securities Exchange Act of 
1934.  The reports and other information filed by the Company may be inspected  
and copied at the public reference facilities of the Securities Exchange        
Commission in Washington, D.C., and copies of such material can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549 at       
prescribed rates.  The Commission also maintains a Web site that contains       
reports, proxy and information statements and other information regarding       
issuers (including the Company) that file electronically with the Commission.   
The address of the Commission's Web site is http://www.sec.gov.                 

  The Company's common stock is traded in the over-the-counter market in the
so called "pink-sheets" in the NASD's "OTC Bulletin Board." Certain             
information concerning the Company can be inspected at the offices of The       
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,          
Washington, D.C.                                                                

     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Commission file number with respect to its Exchange Act   
reports is 000-19828.  The following documents filed with the Commission by the 
Company are incorporated as of their respective dates in the Prospectus by      
reference:                                                                      

(a)  The Company's Annual Report on Form 10-KSB/A for the               
fiscal year ended December 31, 1996, filed April 24, 1997;    

(b)  All other reports, if any, filed by the Company pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended December 31, 1996; and                                  

(c)  The description of the Company's Common Stock contained in the     
 Registration Statement on Form 8-A filed with the Commission on
      February 5, 1992, effective on February 7, 1992, under Section 12 of
        the Exchange Act, including any amendment or description filed for the
purpose of updating such description.                         

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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of the initial registration        
statement and prior to the effectiveness of the registration statement as       
well as those filed prior to the termination of the offering of the shares      
offered hereby, shall be deemed to be incorporated by reference in this         
Prospectus and to be a part hereof from the date of filing of such documents.   

The Company will provide without charge to each person, including any   
beneficial owner, to whom a copy of this Prospectus is delivered, upon the      
written or oral request of such person, a copy of any or all documents          
incorporated herein by reference (not including the exhibits to such documents  
unless such exhibits are incorporated by reference in such documents).          
Written or telephone requests for such copies should be directed to William     
E. Hollis, President, Spatialight, Inc., 8-C Commercial Boulevard, Novato, CA   
94949, (415) 883-3693.                                                          

      PROSPECTUS SUMMARY

This summary is qualified in its entirety by the information included   
elsewhere in this Prospectus and the detailed information and financial         
statements incorporated by reference in this Prospectus.                        

     THE COMPANY

Spatialight, Inc. (together with its subsidiaries, the "Company") is in 
the business of designing, producing and commercializing miniature,             
high resolution active matrix liquid crystal displays ("LCDs"),                 
also known as spatial light modulators ("SLMs"), for computer and video         
display applications.  The SLMs are designed in a manner that can potentially   
provide high quality images at a significant reduction in costs over other      
types of computer and video displays currently available in the market.  The    
SLMs are designed to be capable of handling computer and video output at very   
high speeds, clarity and contrast.  The Company's first SLM product is a .75"   
diagonal, 704 X 512 pixel, two-dimensional array on 20 micron centers which     
is manufactured domestically in very limited quantities. The Company has been   
producing SLMs in small volumes, which to date have been sold only to           
customers involved in the research and development of applications of this      
technology, including computer monitors, head-mounted displays, optical         
computing and other projection applications.                                    

 The Company has identified a number of potential applications and markets
for products based on its SLM technology, including light-weight computer       
projection systems, large computer monitors and head-mounted displays for use   
in defense and aerospace applications and for computer training and gaming      
devices.  In addition, the Company believes that its SLM devices may have       
application in optical computing systems and in high-speed, large-capacity      
optical data storage systems and holographic imaging systems.                   

The address and telephone number of the Company's principal executive   
offices are 8-C Commercial Boulevard, Novato, California  94949;  (415) 883-    
1693.  The Company was organized under the laws of the State of New York in 1989
under the name of "Sayett Acquisition Company, Inc."; it subsequently changed   
its name to Sayett Group, Inc. and, in June 1996, changed its name again to     
Spatialight, Inc.                                                               

     RECENT DEVELOPMENTS

DELISTING FROM NASDAQ SMALLCAP MARKET                                           

The National Association of Securities Dealers, Inc. (the "NASD") has   
delisted the Company from the Nasdaq SmallCap Market because the Company does   
not meet the $2,000,000 minimum total asset requirement for continued           
listing. Trading in the Company's Common Stock since April 2, 1997 has been     
conducted in the over-the-counter market in the so called "pink sheets" or      
the NASD's "OTC Bulletin Board." See "Risk Factors -- Delisting from Nasdaq     
SmallCap Market" and "-- Risks Relating to Investment in Low Priced Stocks."    

INVESTOR SUIT                                                                   

By letter dated January 13, 1997, counsel for Jalcanto, Ltd. and      
Sabotini, Ltd. (the "Investors") notified the Company that these Investors      
were electing to rescind the Share Purchase Agreements dated July 10, 1996,     
as amended (the "Purchase Agreements"), under which the Investors purchased a   
total of 2,135,000 shares of common stock in the Company, and were demanding    
a refund by January 17, 1997 of the purchase price of such shares, or           
$1,783,125, plus interest.  The alleged ground for rescission is the fact       
that this registration statement on Form S-3 pertaining to the resale of such   
shares was not declared effective by the SEC on or before December 31, 1996.    
Subsequently, by letter dated February 3, 1997, counsel for the Investors       
notified the Company that Jalcanto, Ltd. had retracted its demand for           
rescission, with reservation of all rights. The letter reiterated the           
rescission demand on behalf of Sabotini, Ltd., and the request that the         
Company return $891,562.50.                                                     

  On February 5, 1997, the Company was served notice that it has been sued
by each of the Investors in the Superior Court of the State of California for   
the County of Marin. Each Investor filed a complaint for breach of contract,    
specific performance and indemnification relating to the alleged failure to     
timely complete this registration statement. In addition, each complaint        
requests that the court issue a preliminary and permanent injunction against    
future issuances of shares of the Company's common stock or securities          
convertible into common stock without the Investor's consent. The complaint     
filed by Sabotini Ltd. also requests rescission and the return of the full      
purchase price of its shares.  Along with its complaint, Sabotini Ltd.          
requested that the court immediately issue a writ to attach approximately       
$920,000 of the Company's assets as security for the ability to enforce any     
eventual judgement. A hearing on the application for a writ of attachment was   
held on February 26, 1997, and the court subsequently issued an order denying   
the writ of attachment, without prejudice. Although both lawsuits are still     
pending, the next scheduled proceeding is an alternative dispute resolution     
hearing in June 1997.                                                           

The Company intends to defend itself vigorously in both actions. The  
Company may be required to expend substantial funds and management resources    
in connection with the defense and any settlement or judgement, which could     
have a material adverse effect on the Company's business and financial          
position. See "Risk Factors -- Investor Suit."                                  

PACKARD BELL RELATIONSHIP                                                       

On April 23, 1996, the Company received a purchase offer from Packard   
Bell to produce a proof of concept engineering model for a computer monitor     
utilizing the Company's LCD.  The proof of concept device was completed on      
December 18, 1996, and the Company is awaiting Packard Bell's evaluation        
thereof. If approved by Packard Bell, the next step would be to design and      
produce manufacturing prototypes to enable Packard Bell to analyze design       
issues, costing estimates and market volume projections.  If ultimately         
accepted by Packard Bell for production, the Company would expect its ongoing   
role to be volume purchase of LCD's produced to order by third party            
manufacturers for delivery to and inclusion in the Packard Bell monitor         
product.                                                                        

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  The Company has entered into employment agreements with its key employees,
William E. Hollis, Dean Irwin and L. John Loomis.  Mr. Hollis' contract         
is for three years, and provides a base salary of $120,000, certain benefits,   
and bonuses as declared by the Board of Directors.  Mr. Irwin's contract is     
for two years, and provides a base salary of $96,000, certain benefits and      
bonuses as declared by the Board.  Mr. Loomis' contract is for three years      
and provides for a base salary of $175,000 and certain benefits and bonuses     
as declared by the Board. All three contracts require the employee to           
maintain confidentiality of Company information, turn all inventions over to    
the Company and refrain from solicitation of customers for two years            
following termination.  Each contract is terminable if the Company ceases to    
do business.  All three executives may be terminated by the Company at any      
time for cause.                                                                 

      RISK FACTORS

The purchase of the Securities offered hereby involves a high degree of 
risk.  Purchasers should carefully consider, among other information, the       
information presented under the caption "RISK FACTORS" in this Prospectus,      
including the Company's history of operating losses, negative cash flow and     
need to fund operations from financing activities, uncertainty of successful    
commercialization of product, rapid technological change and dependence on      
key personnel.                                                                  

An investment in the Securities offered hereby involves a high degree of
risk and the Securities should not be purchased by persons who cannot afford the
loss of their entire investment.  In addition to the other information contained
in this Prospectus, the following information should be considered carefully by 
potential purchasers in evaluating the Company, its business and the shares of  
Common Stock offered hereby.                                                    

FINANCIAL RISKS                                                                 

HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT; UNCERTAINTY OF FUTURE 
FINANCIAL RESULTS.  As of December 31, 1996, the Company had an accumulated     
deficit of approximately $7,464,000.  The Company has realized significant      
losses in the past; for fiscal 1996, its operating losses were $993,907.        
The Company anticipates that it will have quarterly and annual losses in the    
future.  The Company has generated limited revenues and no profits from         
operations.  The development, commercialization and marketing of the            
Company's products will require substantial expenditures for the foreseeable    
future.  Consequently, the Company may continue to operate at a loss for the    
foreseeable future and there can be no assurance that the Company's business    
will operate on a profitable basis.                                             

  NEGATIVE CASH FLOW FROM OPERATING ACTIVITIES.  The Company is experiencing
negative cash flow from operations resulting in the need to fund ongoing        
operations from financing activities.  The future existence and profitability of
the Company is dependent upon its ability to obtain additional funds            

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to finance operations and expand operations in an effort to achieve             
profitability from operations.  No assurance can be given that the Company's    
business will ultimately generate sufficient revenue to fund the Company's      
operations on a continuing basis.                                               

DEVELOPMENT STAGE OF PROTOTYPE PRODUCTS; NO COMMERCIALLY AVAILABLE      
PRODUCTS INCORPORATING THE REGISTRANT'S SLM DEVICES; UNCERTAINTY OF SUCCESSFUL  
COMMERCIALIZATION.  Most of the Company's revenue to date has been derived      
from research and development contracts and limited sales of its SLM devices.   
Although the Company has demonstrated SLM devices based on its core             
technology, the Company has not yet produced any prototype SLM products with    
quality and resolution sufficient to satisfy commercial end-use applications.   
The Company recently entered into a contract to produce an engineering          
prototype of a consumer product for mass production.  However, further          
development and testing will be necessary before this product or the            
Company's other proposed products will be available for commercial end-use      
applications.  Delays in development may result in the Company's introduction   
of its products later than anticipated, which may have an adverse effect on     
both the Company's financial and competitive position.  Moreover, there can     
be no assurance that the Company will ever be successful in developing,         
manufacturing or commercializing a commercially viable SLM device or any of     
its proposed display products.  In addition, there is no assurance that an      
SLM device or any of the Company's display products will be technically or      
commercially successful or that the Company will be able to manufacture or      
obtain a supplier for adequate quantities of its SLM devices or any of its      
display products at commercially acceptable cost levels or on a timely basis.   

ADDITIONAL FINANCING REQUIREMENTS.  The Company currently has the       
financial resources to fund planned operations for approximately 12 months; it  
is currently depleting financial resources at the rate of approximately         
$100,000 per month.  There can be no assurance, however, that events outside    
the Company's control, such as the Company's inability to successfully defend   
the suit brought by certain Selling Shareholders or other events, will not      
result in a significant increase in the Company's cash expenditures in the      
near term.  Any such increase in the rate of depletion of the Company's cash    
resources could have a material adverse effect on the Company's ability to      
continue its operations.  The Company's products now being developed and that   
may be developed in the future will require the investment of substantial       
additional time as well as financial and other resources in order to become     
commercially successful. Following the research and development period, the     
Company's products will require market development.  The Company's operating    
revenues and cash resources may not be sufficient over the next several years   
for the commercialization by itself of any of the products currently in         
development.  Consequently, the Company may require additional financing.  The  
Company has begun discussions with several potential investors to raise an      
additional $2 to $4 million during 1997.  There can be no assurance, however,   
that the Company can conclude such commercial arrangements or obtain            
additional capital when needed on acceptable terms, if at all.  Furthermore,    
the Company has no bank line or credit or other working capital financing       
source.  In the event that the Company is unable to secure additional           
financing, it may be forced to seek one or more strategic partners to develop   
its products to sell the products outright, or to shut down operations.  Any    
one of these actions could cause the Company's shareholders to lose their       
investment.                                                                     

GOING CONCERN UNCERTAINTY.  The Company's recurring operating losses and
the continuing decline in stockholders' equity raise substantial doubt about    
the Company's ability to continue as a going concern.  The Company's            
consolidated financial statements do not include any adjustments that might     
result from the outcome of these uncertainties.                                 

POSSIBLE RESTRICTION ON ABILITY TO UTILIZE NET OPERATING LOSS CARRY     
FORWARDS RESULTING FROM CHANGE IN EQUITY OWNERSHIP.  At December 31, 1996, the  
Company had net operating loss ("NOL")                                          

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carry forwards of approximately $4,700,000, available to offset United States   
taxable income.  The NOL carry-forwards will expire over a period of time       
through 2010.  The amount of these loss carry forwards which can be used to     
reduce future taxable income, if any, may be reduced by, among other things,    
future changes in the ownership of the Company's Common Stock.  Internal Revenue
Code Section 382 would limit the amount of future taxable income, if any, that  
could be offset by the NOL carry forwards if, at any time, the percentage of the
stock of the Company owned by one or more 5 percent shareholder increases by    
more than 50 percent over the lowest percent of the Company's stock owned by    
such shareholder during the preceding three year period.  In the event of a     
significant change in ownership of the Company, the utilization of such net     
operating loss carry-forwards could be substantially limited.                   

  DISPOSITION OF DISCONTINUED OPERATIONS TO RELATED PARTIES.  During 1995,
the Company disposed of its operating subsidiaries Surmotech, Inc. and Sayett   
Technology, Inc.  The assets of Surmotech were sold for cash to its manager;    
the stock of Sayett Technology was sold to the former chief financial officer   
of the Company and the former president of Sayett Technology for a promissory   
note.  Certain initial payments on the promissory note were made; the           
subsequent poor performance of Sayett Technology has prevented additional       
payments.  In light of that performance, the Company wrote off the              
value of the promissory note in 1996.                                           

The Company divested itself of Surmotech and Sayett Technology because  
each of these entities was suffering significant losses which were              
dissipating the Company's financial capital and inhibiting its ability to       
pursue the development of the WAH-III LCD.  The divestiture stopped the         
financial losses from these entities.  However, these subsidiaries were also    
the only significant revenue-producing units of the Company.  Until the         
Company can successfully develop and market its LCD, it will be dependent on    
its existing financial resources and third-party financing.                     

INVESTOR SUIT. One of the Selling Shareholders has made claims for    
rescission of the agreements pursuant to which it acquired the Securities.      
Such Selling Shareholders have also filed suit against the Company alleging     
breach of contract, specific performance and indemnification relating to the    
alleged failure to provide an effective resale registration statement with      
respect to the Securities. Although the Company intends to defend itself        
vigorously, there can be no assurance that it will prevail in such disputes.    
If the rescission claim is successful, the Company's entire cash resources      
will be depleted, and it is likely that the Company would be forced to          
dramatically curtail or cease its operations. Further, if the Company is        
unsuccessful in defending itself against any of the claims of the Selling       
Shareholders, the Company's business, financial condition and ability to        
continue as a going concern will be materially adversely affected. See          
"Recent Developments."                                                          

BUSINESS RISKS                                                                  

LACK OF SALES, MARKETING AND DISTRIBUTION EXPERIENCE.  The Company      
currently employs no full-time sales or marketing specialists.  The Company     
intends to form alliances with corporate partners for the marketing and         
distribution of certain of its anticipated display products.  There can be no   
assurance that the Company will be successful in forming and maintaining such   
alliances or that the Company's partners will devote adequate resources to      
successfully market and distribute these anticipated products.  There can be no 
assurance that the Company will be able to attract and retain qualified         
marketing and sales personnel, that the Company will be able to enter into      
satisfactory agreements with marketing partners or that the Company or its      
marketing partners will be successful in gaining market acceptance for its      
anticipated products.                                                           

 NO ASSURANCES OF SUCCESSFUL MANUFACTURING.  The Company has no experience
manufacturing SLM devices or display products.  The Company's facility is       
designed principally for research and development and small scale assembly and  
inventory storage, and the Company currently engages outside manufacturers to   
produce its SLM devices.  The Company is negotiating with several manufacturers 
for establishment of full-scale integrated manufacturing capacity for its SLM   
devices and has reached an agreement with one manufacturer for fabrication of   
silicon wafers.  However, no decision has been made by any such manufacturer to 
establish such a capability and there can be no                                 

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assurance that any of them will do so.  In the event any such manufacturer      
establishes a full-scale integrated manufacturing capability, the Company could 
become dependent on such manufacturer for the manufacture of SLM devices.  The  
termination or cancellation of the Company's agreement with the manufacturer    
could adversely affect the Company's ability to manufacture its products.  In   
such event, the Company could be required to establish an alternative           
manufacturing relationship or establish its own manufacturing capability.  There
can be no assurance that the Company would be able to establish such a          
relationship on acceptable terms or develop its own manufacturing capability;   
in any event the time required to establish such a substitute relationship      
or capability could substantially delay the commercialization of the            
Company's SLM devices and display products, which, in turn, could have a        
substantial adverse impact on the Company's results of operations and           
financial condition.                                                            

   PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY.  The Company's ability to
compete effectively with other companies will depend, in part, on the ability of
the Company to maintain the proprietary nature of its technologies.  Although   
the Company has been awarded or has filed applications for several patents in   
the United States, there can be no assurance as to the degree of protection     
offered by these patents, or as to the likelihood that pending patents will be  
issued.  Furthermore, the Company has not yet applied for or obtained any       
foreign patents.  There can be no assurance that competitors, in both the United
States and foreign countries, many of which have substantially greater resources
and have made substantial investments in competing technologies, will not seek  
to apply for and obtain patents that will prevent, limit or interfere with the  
Company's ability to make and sell its products or intentionally infringe the   
Company's patents.  The defense and prosecution of patent suits is both costly  
and time-consuming, even if the outcome is favorable to the Company.  This is   
particularly true in foreign countries.  In addition, there is an inherent      
unpredictability regarding obtaining and enforcing patents in foreign countries.
An adverse outcome in the defense of a patent suit could subject the Company to 
significant liabilities to third parties, require disputed rights to be licensed
from third parties, or require the Company to cease selling its products.  The  
Company also relies on unpatented proprietary technology and there can be no    
assurance that others may not independently develop the same or similar         
technology or otherwise obtain access to the Company's proprietary technology.  
To protect its rights in these areas, the Company requires all employees and    
most consultants, advisors and collaborators to enter into confidentiality      
agreements.  There can be no assurance, however, that these agreements will     
provide meaningful protection for the Company's trade secrets, know-how or other
proprietary information in the event of any unauthorized use, misappropriation  
or disclosure of such trade secrets, know-how or other proprietary information. 
To date, the Company has no experience in enforcing its confidentiality         
agreements.                                                                     

RAPID TECHNOLOGICAL CHANGE; COMPETITION.  The electronic imaging display
industry has undergone rapid and significant technological change.  The Company 
expects the technology to continue to develop rapidly, and the Company's success
will depend significantly on its ability to maintain a competitive position.    
Rapid technological development may result in actual and proposed products or   
processes becoming obsolete before the Company recoups a significant portion of 
related research and development, acquisition and commercialization costs.  If  
the Company is successful in the development of a commercially viable SLM device
and its proposed display and other products, the Company's ability to compete   
will depend in part upon the consistency of product quality and delivery, as    
well as pricing, technical capability and servicing, in addition to factors     
within and outside its control, including the success and timing of product     
introductions by the Company and its competitors, product performance and price,
product distribution and customer support.  There can be no assurance that the  

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Company's competitors will not succeed in developing technologies and products  
that are equally or more effective than any which are being developed by the    
Company or that will render the Company's technology, SLM devices or display    
and other products obsolete and non-competitive.  In addition, numerous         
competitors have substantially greater financial, technical and other resources 
than the Company.  The Company may face an aggressive, well financed competitive
response that may include misappropriation of the Company's intellectual        
property or predatory pricing.                                                  

   The electronic imaging display industry has been characterized by rapid and
significant technological advances.  There can be no assurance that the         
Company's SLM devices and display products will be reflective of such advances  
or that the Company will have sufficient funds to invest in new technologies or 
products or processes.  A number of companies in the United States assemble     
workstation monitors using LCDs and cathode-ray tubes ("CRTs") purchased from   
Japan.  A number of Japanese companies build monitors around their LCDs and     
CRTs.  Korean companies are also entering the LCD and CRT monitor market.       
Development of improved high-definition LCDs and CRTs continues to receive      
significant attention by these and other companies.  Although the Company       
believes that its SLM products have the capability to improve LCD performance   
beyond that of commercially available LCD- and CRT-based display products,      
there is no assurance that manufacturers of LCDs or CRTs will not develop       
further improvements of LCD or CRT technology that would eliminate or           
diminish the Company's anticipated advantage.                                   

  PRODUCT LIABILITY.  As a manufacturer and marketer of electronic equipment
and components, the Company may be subject to potential product liability       
claims.  There can be no assurance that the Company will carry sufficient       
insurance to cover all possible liabilities.  In the event of a successful suit 
against the Company, such an insufficiency of insurance coverage could have a   
material adverse impact on the financial condition of the Company.  In addition,
the cost of defending or settling a product liability action and the negative   
publicity arising therefrom could have a material adverse impact on the Company.
The Company is not aware of any current pending or threatened product liability 
claim against it.                                                               

DEPENDENCE ON KEY PERSONNEL.  The Company is dependent upon its key     
scientific and management personnel, including its Chief Executive Officer,     
William Hollis, and its Vice President, Dean Irwin.  The Company does not       
maintain key-man life insurance on Messrs. Hollis or Irwin.  In 1996, the       
Company entered into a three-year employment agreement with Mr. Hollis and a    
two-year employment agreement with Mr. Irwin.  The loss of the services of one  
or more key individuals may have a material adverse impact on the Company.  The 
Company's success will also depend on its ability to attract and retain other   
highly qualified scientific, marketing, manufacturing and other key management  
personnel.  The Company faces competition for such personnel and there can be no
assurance that the Company will be able to attract or retain such personnel.    

DEPENDENCE ON THIRD PARTIES TO DEVELOP PRODUCTS INCORPORATING SLM.  The 
Company intends to develop its SLM devices to be a component for                
incorporation into finished products to be developed, manufactured and          
marketed by third parties. The Company does not plan, nor does it have the      
financial resources, to develop or market any such end products itself.         
Therefore, the Company will be completely dependent upon independent third      
parties for the development, manufacturing and marketing of such products.      
No such products exist today, and the Company does not have commitments from    
any third party for such development, manufacturing or marketing.  There can    
be no assurance that any                                                        

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third party will develop or market a product incorporating the Company's SLM's. 
If not, there will be no market for the Company's SLM's.                        

DEPENDENCE ON FEW CUSTOMERS.  All of the Company's sales in 1996 were to five   
customers and in 1995 were to two customers.  In 1996, only one customer        
purchased more than one SLM unit from the Company. All of the units sold have   
been prototypes. The Company continues to be dependent on a few customers for   
its sales.  There can be no assurance that any of the Company's past customers  
will purchase additional units in the future. Loss of any one customer could    
have a material adverse impact on the Company.                                  

MARKET RISKS                                                                    

 RECENT DECLINE IN  SHARE PRICE.  The market price of the Company's shares
since its initial public offering in 1992 has been volatile, and has generally  
declined in the two years prior to this offering.  Factors such as announcements
of technological innovations or new commercial products by the Company or its   
competitors, patent or proprietary rights, development, delisting by NASDAQ or  
other matters may have a significant impact on the market price of the Common   
Stock.                                                                          

  LACK OF DIVIDENDS.  The Company has not paid dividends on its Common Stock
since its inception and does not intend to pay any dividends on its Common Stock
in the foreseeable future.                                                      

DELISTING FROM NASDAQ SMALLCAP MARKET.  Effective April 2, 1997, the    
Company's common stock was removed from trading on the Nasdaq SmallCap Market   
because the Company does not meet the $2,000,000 minimum total asset            
requirement for continued listing.  As a result of its delisting from the       
Nasdaq SmallCap Market, trading, if any, in the Company's Common Stock is       
conducted in the over-the-counter market in the so-called "pink sheets" or      
the NASD's OTC Bulletin Board.  Consequently, the liquidity of the              
Company's securites could be impaired, not only in the numbers of securities    
which could be bought and sold, but also through delays in the timing of        
transaction, reduction in security analysts' and news media's coverage of the   
Company, and lower prices for the Company's securities than might otherwise     
be obtained.                                                                    

RISKS RELATING TO INVESTMENT IN LOW PRICED STOCKS.  The Company believes
that its common stock is subject to the restrictions on trading in "penny       
stocks" imposed pursuant to the Penny Stock Reform Act and Exchange Act Rules   
15g-1 through 15g-8.  The Penny Stock Reform Act contains a number of           
stringent rules relating to trading in stocks which are classified as "penny    
stocks."  The Commission has adopted regulations which define a "penny stock"   
to be any equity security that has a market price (as therein defined) less     
than $5.00 per share or with an exercise price of less than $5.00 per share,    
subject to certain exceptions.  For any transaction involving a penny stock,    
unless exempt, the rules require delivery, prior to any transaction in a        
penny stock, of a disclosure schedule prepared by the Commission relating to    
the penny stock market.  Disclosure is also required to be made about current   
quotations for the securities and about commissions payable to both the         
broker-dealer and the registered representative.  Finally, broker-dealers       
must send monthly statements to purchasers of penny stocks disclosing recent    
price information for the penny stock held in the account and information on    
the limited market in penny stocks.  These rules were promulgated to restrict   
the ability of inappropriate dealers to sell speculative or high risk stocks    
to unsuspecting investors. These rules generally make it more difficult to      
trade such stocks;  they may have the effect of "chilling" the participation    
of reputable brokers and dealers in the market for such stocks.  Therefore,     
their application to the Company's stock could result in a restricted trading   
market for the Company's stock, and could have a material adverse effect on     
the price and the marketability of the Company's stock.                         

     USE OF PROCEEDS

  All of the shares being offered hereunder are being offered by the Selling
Shareholders.  The Company will incur certain expenses in connection with this  
offering;  however, it will not receive any                                     

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of the proceeds hereof.  All proceeds will go to the Selling Shareholders to be 
used for their own purposes.                                                    

In the event that the holders of the Warrants exercise the Warrants, the
proceeds of the exercise would go to the Company.  If all 1,585,000 Warrants are
exercised, the Company will receive $1,585,000 if exercised before July 15,     
1997, $1,981,250 if exercised through July 15, 1999, and $2,377.500 if exercised
thereafter.  Should the Company receive any such funds, it currently plans to   
utilize those proceeds to further its technology development efforts and for    
working capital.                                                                

      SELLING SECURITY HOLDERS

   All 3,720,000 shares of Common Stock offered hereunder are being offered by
Sabotini, Ltd., c/o Wychwood Trust Limited, 3 Castle Street, Castletown, Isle of
Man IM91LF, British Isles and Jalcanto, Ltd., c/o Wychwood Trust Limited, 3     
Castle Street, Castletown, Isle of Man IM91LF, British Isles,  and Michael Todd 
McMahon, and Heidi Lyn McMahon, c/o McMahon & Associates, P.O. Box 1807,        
Danville, CA 96520.  Sabotini, Ltd. and Jalcanto, Ltd. each currently owns      
1,067,500 shares of Common Stock;  Sabotini, Ltd. currently owns Warrants to    
acquire an additional 792,500 shares.  Jalcanto, Ltd. has transferred the       
Warrants to purchase 792,500 shares which it obtained at closing to Michael Todd
McMahon (396,250 Warrants) and Heidi Lyn McMahon (396,250 Warrants).  Prior to  
their purchase of the Company Common Stock which is the subject of this         
offering, on July 11, 1996, and November 11, 1996 none of the Selling           
Shareholders had any relationship to the Company, except that Michael Todd      
McMahon served as a finder for the investment by the Selling Shareholders and   
was paid a fee therefor by the Company.  Following the offering, and assuming   
that all shares offered hereunder are sold, the Selling Shareholders will own no
shares of the Company's Common Stock.                                           

      PLAN OF DISTRIBUTION

  The Shares may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest.  Such sales may  
be made in any one or more transactions (which may involve block transactions)  
in the over-the-counter market, on NASDAQ, and any exchange in which the        
Common Shares may then be listed, or otherwise in negotiated transactions or a  
combination of such methods of sale, at market prices prevailing at the time    
of sale, at prices related to such prevailing market prices or at negotiated    
prices.  Currently, the shares of Common Stock offered hereby may only be       
traded over the counter in the so-called "pink-sheets" and on the NASD's "OTC   
Bulletin Board." The Company will be required to reapply for listing and to     
satisfy certain qualitative and quantitative criteria before any of the shares  
of Common Stock offered hereby may be distributed on NASDAQ or any exchange,    
and there can be no assurance that the Company will ever satisfy such           
criteria. The Selling Shareholders may effect such transactions by selling      
Shares to or through broker-dealers, and such broker-dealers may sell the       
shares as agent or may purchase such Shares as principal and resell them for    
their own account pursuant to this Prospectus.  Any such participating          
broker-dealers may be deemed to be "underwriters" under the Securities Act.     
Such broker-dealers may receive compensation in the form of underwriting        
discounts, concessions or commissions from the Selling Shareholders and/or      
purchasers of Shares from whom they may act as agent (which compensation may    
be in excess of customary commission).                                          

The Company has informed the Selling Shareholders that the              
anti-manipulative rules under the Securities Exchange Act of 1934 (Regulation   
M) may apply to their sales of Shares in the market.  Also, the Company has     
informed the Selling Shareholders of the need for delivery of copies of the     
Prospectus in connection with any sale of securities registered hereunder in    
accordance with applicable prospectus delivery requirements.                    

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In connection with such sales, the Selling Shareholders and any         
participating brokers and dealers may be deemed to be "underwriters" as defined 
in the Securities Act.  In addition, any of the Shares that qualify for sale    
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this    
Prospectus.                                                                     

 In order to comply with certain state securities laws, if applicable, the
Common Shares will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from        
registration or qualification is available and complied with.                   

     EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-KSB/A for the year ended  
December 31, 1996 have been audited by Deloitte & Touche LLP, independent       
auditors, as stated in their report (which report expresses an unqualified      
opinion and includes an explanatory paragraph relating to the Company's         
recurring operating losses and accumulated deficit which raise substantial      
doubt about the Company's ability to continue as a going concern), which are    
incorporated herein by reference, and has been so incorporated in reliance      
upon the report of such firm given upon their authority as experts in           
accounting and auditing.                                                        

      ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission,      
Washington, DC 20549, a Registration Statement on Form S-3 under the Act, with  
respect to the securities offered hereby.  This Prospectus, filed as a part of  
the Registration Statement, does not contain certain information set forth in or
annexed as exhibits to the Registration Statement, as permitted by the Rules and
Regulations of the Commission.  For further information with respect to the     
Company and the securities offered hereby, reference is made to the Registration
Statement and to the Exhibits filed as part thereof, which may be inspected at  
the office of the Securities and Exchange Commission without charge, or copies  
thereof may be obtained therefrom upon payment of a fee prescribed by the       
Securities and Exchange Commission.                                             

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=============================================================================== 

 No dealer, salesman or any other person has been authorized in connection
with this offering to give any information or to make any representations other 
than those contained in this Prospectus.  This Prospectus does not constitute an
offer or a solicitation in any jurisdiction to any person to whom it is unlawful
to make such an offer or solicitation.  Neither the delivery of this Prospectus 
nor any sale made hereunder shall under any circumstances, create an implication
that there has been no change in the circumstances of the Company or the Facts  
herein set forth since the date hereof.                                         

     _______________

     SPATIALIGHT, INC.

  2,135,000 Shares of Common Stock
    1,585,000 Share of Common Stock Issuable
     upon Exercise of Certain Outstanding Warrants

=============================================================================== 

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     PART II

      INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

The following table sets forth all expenses, other than selling         
commissions, payable by the Registrant in connection with the sale of the shares
being registered.  All of the amounts shown are estimates, except for the       
registration fee and NASD filing fee.                                           

Registration...............................................      $563.63
NASD filing................................................       $7,500
Blue Sky fees and expenses.................................       $5,000
Legal fees and expenses....................................      $20,000
Accounting fees and expenses...............................      $30,000
Miscellaneous..............................................       $1,000
TOTAL......................................................   $64,063.63

___________________                                                     

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

   The Restated Certificate of Incorporation of the Registrant, filed November
6, 1991 (the "Restated Certificate"), provides in relevant part at paragraph 7, 
that                                                                            

The directors of the corporation shall not be personally liable to the  
  corporation or its shareholders for damages for any breach of duty in such
  capacity occurring after the adoption of the provisions authorized in this
certificate of incorporation, provided, however, that the provisions    
contained herein shall not eliminate such directors' liability if a     
judgment or other final adjudication adverse to the director establishes
that (i) the director's acts or omissions were in bad faith or involved 
intentional misconduct or a knowing violation of the law; (ii) that the 
 director personally gained a financial profit or other advantage to which
the director was not legally entitled; or (iii) that the directors' acts
   violated the provisions of Section 719 of the New York Business Corporation
Law.                                                                    

Sections 721 through 726 of the Business Corporation Law of the State of
New York (the "BCL") provide the statutory basis for the indemnification by a   
corporation of its officers and directors when such officers and directors have 
acted in good faith, for a purpose reasonably believed to be in the best        
interests of the corporation, and subject to specified limitations set forth in 
the BCL.                                                                        

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The BCL was also amended in 1986 to allow corporations to provide for   
indemnification of corporate directors and officers on a broader basis than had 
previously been permissible.  Pursuant to this statutory authority, and as      
authorized by Article V of the Registrant's By-Laws, directors and officers of  
the Registrant, and certain Registrant employees, have been availed of the      
broadest scope of permissible indemnification coverage consistent with the BCL  
changes.                                                                        

Article V of the Registrant's By-Laws provide as follows:                       

      5.1 INDEMNIFICATION.  The Corporation shall indemnify (a) any person
   made or threatened to be made a party to any action or proceeding by reason
of the fact that he, his testator or intestate, is or was a director or 
officer of the Corporation and (b) any director or officer of the       
  Corporation who served any other company in any capacity at the request of
 the Corporation, in the manner and to the maximum extent permitted by the
Business Corporation Law of New York, as amended from time to time;  and
   the Corporation may, in the discretion of the Board of Directors, indemnify
all other corporate personnel to the extent permitted by laws.          

     5.2 AUTHORIZATION.  The provisions for indemnification set forth in
   Section 5.1 hereof shall not be deemed to be exclusive.  The Corporation is
hereby authorized to further indemnify its directors or officers in the 
   manner and to the extent set forth in (i) a resolution of the shareholders,
(ii) a resolution of the directors, or (iii) an agreement providing for 
such indemnification, so long as such indemnification shall  not be     
 expressly prohibited by the provisions of the Business Corporation Law of
New York.                                                               

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES                           

(a)  THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION      
STATEMENT:                                                                      

EXHIBIT NUMBER                                                                  

4.1*     Specimen Common Stock Certificate incorporated by reference from the   
        Company's registration statement on Form S-1 filed with the Commission
on November 27, 1991 and declared effective February 5, 1992  

4.2*     Form of Warrant incorporated by reference from the Company's Form      
8-K/A filed September 24, 1996.                               

23.1     Independent Auditors' Consent -  Deloitte & Touche LLP                 

24.1*    Power of Attorney.                                                     

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

*  Previously filed                                                         

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The remaining schedules have been omitted, either because they are not  
applicable to the Registrant or because the information required has been shown 
in the Financial Statements or in the notes thereto without making such         
statement unclear or confusing.                                                 

ITEM 17.  UNDERTAKINGS                                                          

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the 
Registrant pursuant to the provisions described in Item 14 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 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, unit 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 by the Act and will be governed by the final adjudication of
such issue.                                                                     

The undersigned Registrant hereby undertakes:                           

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

      (i)  To include any material information with respect to the plan of
   distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.     

(2)  That, for the purpose of determining any liability under the       
Securities Act of 1933, as amended, 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.                                         

   (3)  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.                                                                       

The undersigned registrant hereby undertakes that, for purposes of      
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.                                         

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SIGNATURES    

   Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Spatialight, Inc., a corporation organized and existing under the laws of the   
State of New York 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   
Amendment to its Registration Statement to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the City of Novato, State of         
California, on the 24th day of April, 1997.                                     

     SPATIALIGHT, INC.

               By:   /s/ William E. Hollis
                                   -------------------------------------
                         William E. Hollis
                                           President, Chief Executive Officer,
                                   Chief Financial Officer and
                                Chief Accounting Officer

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

SIGNATURE                     TITLE                       DATE        
---------                     -----                       ----        

Lawrence J. Matteson*      Chairman of the Board           April 24, 1997       
------------------------                                                        
Lawrence J. Matteson                                                            

/s/ William E. Hollis      President & CEO,                April 24, 1997       
------------------------   Chief Financial Officer,                             
William E. Hollis          Chief Accounting Officer,                            
and Director              

                    Director                        April __, 1997
------------------------                                                        
Edward J. Kelly                                                                 

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Thomas D. Stahl*           Director                        April 24, 1997       
------------------------                                                        
Thomas D. Stahl                                                                 

Michael H. Burney*         Director                        April 24, 1997       
------------------------                                                        
Michael H. Burney                                                               

* By:  /s/ William Hollis                                                       
----------------------------------                                    
William Hollis, Attorney-in-Fact                                    

  II-5

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
		7/15/01		3
		7/15/99		3		12
		7/15/97		3		12
Filed on:		4/24/97		1		19			10KSB/A
		4/2/97		5		11			S-3/A
		2/26/97		5
		2/5/97		5					8-K
		2/3/97		5
		1/17/97		5
		1/13/97		5
		12/31/96		4		13			10KSB/A,  10KSB40
		12/18/96		5
		11/11/96		12
		9/24/96		16					8-K/A
		7/11/96		12
		7/10/96		5					8-K,  8-K/A
		4/23/96		5
		2/7/92		4
		2/5/92		4		16
									List all Filings