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Pre-effective amendment to an S-3 filing

S-3/A




   
     As filed with the Securities and Exchange Commission on April 26, 2000.
                                                      Registration No. 333-35058
    

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

   
                                 PRE-EFFECTIVE
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
    

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------


                      FRONTLINE COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

 Delaware                 One Blue Hill Plaza, 7th Floor          13-3950283 
(state or other            Pearl River, New York 10965           (IRS employer 
jurisdiction                   of (914) 623-8553                 identification 
incorporation             (Address,  including zip code,            number) 
or organization)         and telephone number, including
                           area code, of registrant's 
                            principal executive offices)
                  
                                   ----------


                Stephen J. Cole-Hatchard, Chief Executive Officer
                      Frontline Communications Corporation
                         One Blue Hill Plaza, 7th Floor
                           Pearl River, New York 10965
                                 (914) 623-8553

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
 
                                   ----------

                                   Copies to:

                             Robert J. Mittman, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                          Telephone No. (212) 885-5000
                          Telecopier No. (212) 885-5001

     Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |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. |_|







       


                                   ----------

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.







                                     PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

SEC registration                                                  $ 3,195.43

   
Printing and engraving costs                                        1,500.00

Legal fees and expenses                                             5,000.00

Accounting fees and expenses                                        2,500.00

Miscellaneous                                                       6,000.00
                                                                  ----------
        Total                                                     $15,000.00
                                                                  ==========
    


Item 15.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") contains
the provisions entitling the Registrant's directors and officers to
indemnification from judgments, fines, amounts paid in settlement, and
reasonable expenses (including attorney's fees) as the result of an action or
proceeding in which they may be involved by reason of having been a director or
officer of the Registrant. In its Certificate of Incorporation, the Registrant
has included a provision that limits, to the fullest extent now or hereafter
permitted by the DGCL, the personal liability of its directors to the Registrant
or its stockholders for monetary damages arising from a breach of their
fiduciary duties as directors. Under the DGCL as currently in effect, this
provision limits a director's liability except where such director (i) breaches
his duty of loyalty to the Registrant or its stockholders, (ii) fails to act in
good faith or engages in intentional misconduct or a knowing violation of law,
(iii) authorizes payment of an unlawful dividend or stock purchase or redemption
as provided in Section 174 of the DGCL, or (iv) obtains an improper personal
benefit. This provision does not prevent the Registrant or its stockholders from
seeking equitable remedies, such as injunctive relief or rescission. If
equitable remedies are found not to be available to stockholders in any
particular case, stockholders may not have any effective remedy against actions
taken by directors that constitute negligence or gross negligence.

     The Certificate of Incorporation also includes provisions to the effect
that (subject to certain exceptions) the Registrant shall, to the maximum extent
permitted from time to time under the law of the State of Delaware, indemnify,
and upon request shall advance expenses to, any director or officer to the
extent that such indemnification and advancement of expenses is permitted under
such law, as may from time to time be in effect. In addition, the By-Laws
require the Registrant to indemnify, to the full extent permitted by law, any
director, officer, employee or agent of the Registrant for acts which such
person reasonably believes are not in violation of the Registrant's corporate
purposes as set forth in the Certificate of Incorporation. At present, the





DGCL provides that, in order to be entitled to indemnification, an individual
must have acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the Registrant's best interests.

     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 any charter provision, by-law, contract, arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 16.  Exhibits

   
5    Opinion of Blank Rome Tenzer Greenblatt LLP 

23.1 Consent of BDO Seidman, LLP *

23.2 Consent of Blank Rome Tenzer Greenblatt LLP (included in Exhibit 5) 

24   Power of Attorney *

----------
*    Previously filed.
    

Item 17.  Undertakings.

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 prospectus required by Section 10(a)(3) of the
              Securities Act; and

       (ii)   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. Notwithstanding the
              foregoing, any increase or decrease in volume of securities
              offered (if the total dollar value of securities offered would not
              exceed that which was registered) and any deviation from the low
              or high and of the estimated maximum offering range may be
              reflected in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the changes in
              volume and price represent no more than 20 percent change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in the effective registration statement;
              and

       (iii)  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 (i) and (ii) above 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 and Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

     (2) That, for purposes 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.

     (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.

     (4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) That, 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.







                                   SIGNATURES

   
     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, in the City of Pearl
River, State of New York, on April 26, 2000.
    

                                  FRONTLINE COMMUNICATIONS CORPORATION


                                  By: /s/ Stephen J. Cole-Hatchard
                                      ------------------------------------------
                                          Stephen J. Cole-Hatchard,
                                          Chief Executive Officer

       


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

   



Signature                                      Title                             Date
---------                                      -----                             ----
                                                                        
Stephen J. Cole-Hatchard        Chief Executive Officer, President and       April 26, 2000
---------------------------     Director (Principal Executive Officer)
Stephen J. Cole-Hatchard        

                          *     Chief Information Officer, Executive Vice    April 26, 2000
---------------------------     President of Technology and Director
Nicko Feinberg                  

                          *     Executive Vice President of Operations and   April 26, 2000
---------------------------     Director
Michael Olbermann               

                          *     Chief Financial Officer and Executive Vice   April 26, 2000
---------------------------     President (Principal Accounting Officer)
Vasan Thatham                   

                          *     Director                                     April 26, 2000
---------------------------
William A. Barron

                          *     Director                                     April 26, 2000
---------------------------
Ronald C. Signore



*    By: /s/ Stephen J. Cole-Hatchard
        ----------------------------------------
        Stephen J. Cole-Hatchard, under power of
         attorney dated April 14, 2000.
    






                                    EXHIBIT 5

   
                        BLANK ROME TENZER GREENBLATT LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 885-5000



                                  April 26, 2000
    

Frontline Communications Corporation
One Blue Hill Plaza
Pearl River, New York  10965

Gentlemen:

     You have requested our opinion with respect to the public offering and sale
by Frontline Communications Corporation, a Delaware corporation (the "Company"),
and certain of its stockholders, pursuant to a Registration Statement (the
"Registration Statement") on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), of 141,844 currently outstanding shares (the "Shares") of
common stock, par value $.01 per share, of the Company (the "Common Stock"),
2,191,496 shares of Common Stock issuable upon exercise of 2,191,496 currently
outstanding warrants (the "Warrant Shares") and up to 95,596 shares of Common
Stock issuable upon exercise of certain repricing rights (the "Repricing Rights
Shares").

     We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such originals and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures
 appearing on all
documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of appropriate state and local officials, and upon
representations of executive officers and responsible employees and agents of
the Company.

     Based upon the foregoing, it is our opinion that: (1) the Shares have been
duly authorized and validly issued and are fully paid and nonassessable; and (2)
the Warrant Shares and the Repricing Rights Shares have been duly authorized
and, when issued by the Company upon exercise of the Warrants and Repricing
Rights in accordance with their terms, will be validly issued, fully paid and
nonassessable.

     We hereby consent to the use of this opinion in the Registration Statement,
and to the use of our name as counsel in connection with the Registration
Statement and in the Prospectus forming a part thereof. In giving this consent,
we do not thereby concede that we come within the categories of persons whose
consent is required by the Act or the General Rules and Regulations promulgated
thereunder.

                                                               Very truly yours,

                                            /s/ Blank Rome Tenzer Greenblatt LLP

                                                BLANK ROME TENZER GREENBLATT LLP