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Pre-effective amendment to an SB-2 filing

SB-2/A




      As filed with the Securities and Exchange Commission on May 6, 1999.
                                               Registration No. 333-77053


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        POST-EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM SB-2

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         Delaware                     7379                    13-3950283
      (state or other     (Primary standard industrial       (IRS employer
      jurisdiction of        classification number)         identification
       incorporation                                            number)
     or organization)

                         One Blue Hill Plaza, 6th Floor
                           Pearl River, New York 10965
                                 (914) 623-8553

    (Address, including zip code, 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, 6th 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.
                              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: As soon as
practicable after the effective date of this registration statement.

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.

SEC registration .........................................      $ 2,134.51

Printing and engraving costs .............................        2,000.00

Legal fees and expenses ..................................       25,000.00

Accounting fees and expenses .............................       15,000.00

Miscellaneous ............................................      $ 5,865.49
                                                                ----------

        Total ............................................      $50,000.00
                                                                ==========

- ----------
 * To be provided by amendment.


Item 14.  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.


                                      II-1



Item 15.  Recent Sales of Unregistered Securities.

     During the past three years, the Company sold the following unregistered
securities:

     In February 1997, the Company issued an aggregate of 1,168,000 shares of
Common Stock for consideration of $.01 per share to the following persons: Nicko
Feinberg, Michael Char, Stephen J. Cole-Hatchard, Stephen Cole-Hatchard Family
Limited Partnership, Michael Olbermann, Vestrco, Inc., Nino Fontana, Michael
Garvey, Jeffrey Cohen, Edward Anderson, Peter Morris and Jay Edward & Partners,
Ltd.

     In February 1997, the Company issued options to purchase an aggregate of
165,600 shares of Common Stock (net of forfeitures) to: Michael Garvey, Jeffrey
Cohen, Sharon Baker, Ron Signore, Chris Ann Stolecki and Jennifer Brodil.
Options issued to Ms. Baker and Mr. Signore were issued in consideration of
consulting services.

     In May 1997, the Company issued an aggregate of 160,000 shares of Common
Stock for consideration of $2.00 per share to the following persons: Allen
Markowitz, William A. Barron, The Rough Group, Robert E. Sullivan and Virginia
M. Sullivan, Richard Baker, William E. Stolecki and James W. Stolecki, Doris
Cole- Hatchard, Patrick Keenan, Douglas J. Cole-Hatchard Jr., James P. Quinn and
Deborah A. Quinn, William J. Collins, Lewis L. Prince, Michael J. Dooling,
Maureen T. Donoghue, Geraldine Garvey, Edwin Kahn and Wilma R. Kahn, Bruce G.
Tracy, Elizabeth M. Dooling, FKF Holding Company, L.P.

     In December 1997, the Company issued 100,000 shares of Common Stock and
options to purchase 80,000 shares to Ronald Shapss. The securities issued to Mr.
Shapss were issued in consideration of consulting services. In addition, 300,000
warrants were issued to Edward Anderson (40,000), Doris Cole-Hatchard (64,000)
and The Rough Group (196,000) in connection with a private placement.

     In October 1998, we issued 10 shares of series A convertible preferred
stock to the stockholders of WOWFactor, Inc. in connection with our acquisition
of all of the outstanding common stock of WOWFactor, Inc. The series A preferred
stock is convertible on July 15, 1999 into a maximum of 250,000 shares of our
common stock.

     In December 1998, we issued 113,364 shares of our common stock to the
stockholders of Webspan, Inc. in connection with our acquisition of
substantially all of the assets of Webspan, Inc.

     In March 1999, we issued 158,856 shares of our common stock and warrants to
purchase 21,662 shares of our common stock to two investors in a private
transaction for aggregate consideration of $2,000,000.

     Each of the above investors had full access to information relating to the
Company and represented to the Company that he or she had the required
investment intent. Each of the above investors was sophisticated in that he or
she had such knowledge and experience in financial and business matters that he
or she is capable of evaluating the merits and risks of the investment. In
addition, the above-referenced securities will bear appropriate restrictive
legends, and stop transfer orders will be placed against such securities.

     In connection with the above referenced issuances, the Company relied on
Section 4(2) under the Securities Act of 1933 as transactions by an issuer not
involving any public offering.

Item 16.  Exhibits

3.1    Certificate of Incorporation of the Company.+

3.2    By-Laws of the Company.+

4.1    Certificate of Designation of Series A Preferred Stock.++

5      Opininion of Tenzer Greenblatt LLP as to the legality of the securities
       being registered


                                      II-2



10.1   Employment Agreements with Messrs. Cole-Hatchard, Feinberg and
       Olbermann.+

10.2   Employment Agreement with Ms. Margaret McGillin.++

10.3   Stock Purchase Agreement dated as of October 1, 1998 by and among the
       Company, WOWFactor, Inc. and the WOWFactor stockholders.++

10.4   Form of Registration Rights Agreement among the Company and the WOWFactor
       stockholders.++

10.5   Asset Purchase Agreement dated as of October 9, 1998 by and between the
       Company and Roxy Systems, Inc. d/b/a Magic Carpet.++

10.6   Letter Offer to Purchase Substantially all of the Assets of US Online,
       Inc.+++

10.7   Asset Purchase Agreement dated as of November 24, 1998 by and among the
       Company, Webspan, and the sole stockholder of Webspan.++++

10.8   Amendment to Asset Purchase Agreement dated December 17, 1998 by and
       among the Company, Webspan, and the sole stockholder of Webspan.++++

10.9   Form of Registration Rights Agreement among the Company and the sole
       stockholder of Webspan.++++

10.10  1997 Stock Option Plan of the Company.+

10.11  Stock Purchase Agreement dated March 25, 1999, with Exhibit A+++++

10.12  Registration Rights Agreement dated March 25, 1999, with Exhibit A+++++

23.1   Subsidiaries*

23.2   Consent of BDO Seidman, LLP*

23.3   Consent of Joseph J. Repko, CPA*

23.4   Consent of Steven H. Mermelstein, CPA*

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

*      Previously filed.

+      Incorporated by reference to the applicable exhibit contained in the
       Company's Registration Statement on Form SB-2 (file no. 333-34115).

++     Incorporated by reference to the applicable exhibit contained in the
       Company's Current Report on Form 8-K dated October 9, 1998.

+++    Incorporated by reference to the applicable exhibit contained in the
       Company's Current Report on Form 8-K dated October 23, 1998.

++++   Incorporated by reference to the applicable exhibit contained in the
       Company's Current Report on Form 8-K dated December 17, 1998.

+++++  Incorporated by reference to the applicable exhibit contained in the
       Company's Annual Report on Form 10-KSB for the year ended December 31,
       1998.


                                      II-3



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.


                                      II-4




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
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 May 6, 1999.

                      FRONTLINE COMMUNICATIONS CORPORATION


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

     Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Stephen J. Cole-Hatchard, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post-effective amendments and amendments
thereto) to this Registration Statement on Form SB-2 of Frontline Communications
Corporation and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission.

     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
- ---------                                                      -----                             ----
                                                                                        
/s/ Stephen J. Cole-Hatchard                    Chief Executive Officer, President and        May 6, 1999
- ------------------------------------            Director (Principal Executive Officer)
Stephen J. Cole-Hatchard                        

/s/ Nicko Feinberg*                             Chief Information Officer, Executive Vice     May 6, 1999
- ------------------------------------            President of Technology and Director
Nicko Feinberg                                  

/s/ Michael Olbermann*                          Chief Operating Officer, Executive Vice       May 6, 1999
- ------------------------------------            President and Director
Michael Olbermann                               

/s/ Vasan Thatham*                              Chief Financial Officer and Executive Vice    May 6, 1999
- ------------------------------------            President (Principal Accounting Officer)
Vasan Thatham                                   

/s/ Amy Wagner-Mele                             Executive Vice President, Secretary and       May 6, 1999
- ------------------------------------            General Counsel
Amy Wagner-Mele                                 

/s/ Margaret McGillin                           Executive Vice President of Sales,            May 6, 1999
- ------------------------------------            Marketing and Business Development
Margaret McGillin                               

/s/ Ronald Signore                              Director                                      May 6, 1999
- ------------------------------------            
Ronald Signore

/s/ Ronald Shapss                               Director                                      May 6, 1999
- ------------------------------------            
Ronald Shapss

*By /s/ Stephen J. Cole-Hatchard                                                              May 6, 1999
    ---------------------------------------
    (Stephen J. Cole-Hatchard as Attorney-
    in-Fact for each of the persons indicated)




                                      II-5





                                    EXHIBIT 5

                      [Letterhead of Tenzer Greenblatt LLP]


                                                  May 5, 1999



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 Selling Stockholders pursuant to a Registration Statement (the
"Registration Statement") on Form SB-2 (No. 333-77503), under the Securities Act
of 1933, as amended (the "Act"), of up to 2,658,434 shares (the "Shares") of
Common Stock, par value $.01 per share.

     We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents 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 originals, and the conformity to the originals of
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
certificates of executive
 officers and responsible employees and agents of the
Company.

     Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized and when sold, paid for and issued as contemplated by the
Registration Statement will be duly and validly issued and fully paid and
nonassessable.

     We hereby consent to the use of this opinion as Exhibit 5 to 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,

                                             TENZER GREENBLATT LLP


                                             /s/ Tenzer Greenblatt LLP