Odyne Corp - Securities Registration Statement (S-1/A)
09 Setembro 2008 - 4:10PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on September 9,
2008
Registration
No. 333-153119
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________________
AMENDMENT
NO. 1 TO FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________________
ODYNE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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8742
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13-4050047
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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|
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89
Cabot Court, Suite L, Hauppauge, New York 11788
(631)
750-1010
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(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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Joshua
A. Hauser
President
and Chief Operating Officer
Odyne
Corporation
89
Cabot Court, Suite L
Hauppauge,
New York 11788
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(Name,
address, including zip code, and telephone number, including area
code, of
agent for service)
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Copy
to:
Spencer
G. Feldman, Esq.
Greenberg
Traurig, LLP
MetLife
Building
200
Park Avenue - 15
th
Floor
New
York, New York 10166
Tel:
(212) 801-9200; Fax: (212) 801-6400
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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.
o
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.
o
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.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
Accelerated Filer
o
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Accelerated
Filer
o
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Non-accelerated
Filer
o
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Smaller
Reporting Company
x
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______________________________________
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A
FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY
STATEMENT
We
are
filing this Amendment No. 1 to Registration Statement on Form S-1 to amend
Part
II of the Registration Statement by filing an updated legal opinion, attached
as
Exhibit 5.1 hereto.
PART
II
INFORMATION
NOT REQUIRED IN PRO
SPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(a)
The
exhibits listed in the following Exhibit Index are filed as part of this
registration statement.
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger, dated October 17, 2006, between Technology Integration
Group, Inc., PHEV Acquisition Corp. and Odyne Corporation.
(1)
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3.1
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Certificate
of Amendment of Certificate of Incorporation of Technology Integration
Group, Inc. (changing name to Odyne Corporation).
(2)
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3.2
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Certificate
of Designations, Preferences and Rights of Series A Convertible Preferred
Stock of Odyne Corporation. (2)
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3.3
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By-laws
of Odyne Corporation. (2)
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4.1
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Form
of Warrant to Purchase Common Stock for the investors in the October
2006
private placement. (2)
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4.2
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Form
of 10% Senior Secured Convertible Debenture for the investors in
the
October 2007 private placement. (5)
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4.3
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Form
of Warrant to Purchase Common Stock for the investors in the October
2007
private placement. (5)
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4.4
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Form
of Warrant to Purchase Common Stock for the investors in the March
2008
private placement. (6)
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5.1
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Opinion
of Greenberg Traurig, LLP. *
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10.1
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Form
of Subscription Agreement by and among Odyne Corporation and the
investors
in the October 2006 private placement.
(2)
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10.2
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Employment
Agreement, dated as of September 1, 2006, between Roger M. Slotkin
and
Odyne Corporation. (2)
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10.3
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Employment
Agreement, dated as of September 1, 2006, between Joshua A. Hauser
and
Odyne Corporation. (2)
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10.4
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Employment
Agreement, dated as of September 1, 2006, between Joseph M. Ambrosio
and
Odyne Corporation. (2)
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10.5
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Employment
Agreement, dated as of September 1, 2006, between Konstantinos Sfakianos
and Odyne Corporation. (2)
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10.6
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Manufacturer’s
Agreement, dated as of July 20, 2005, between the Town of North Hempstead
and Odyne Corporation. (2)
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10.7
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Employment
Agreement, dated as of September 1, 2007, between Alan Tannenbaum
and
Odyne Corporation. (4)
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10.8
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Form
of Subscription Agreement by and among Odyne Corporation and the
investors
in the October 2007 private placement.
(5)
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10.9
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Form
of Registration Rights Agreement by and among Odyne Corporation and
the
investors in the October 2007 private placement.
(5)
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10.10
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Form
of Security Agreement by and among Odyne Corporation and the investors
in
the October 2007 private placement.
(5)
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10.11
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Securities
Purchase Agreement by and among Odyne Corporation and the investors
in the
March 2008 private placement. (6)
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10.12
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Registration
Rights Agreement by and among Odyne Corporation and the investors
in the
March 2008 private placement. (6)
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14.1
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Code
of Business Conduct and Ethics. (3)
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23.1
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Consent
of Holtz Rubenstein Reminick LLP.
(7)
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23.2
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Consent
of Marcum & Kliegman LLP. (7)
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23.3
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Consent
of Greenberg Traurig, LLP (included in Exhibit
5.1).
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________________
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(1)
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Incorporated
by reference to the exhibits included with our Current Report on
Form 8-K,
dated October 17, 2006, and filed with the U.S. Securities and Exchange
Commission on October 18, 2006.
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(2)
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Incorporated
by reference to the exhibits included with our Current Report on
Form 8-K,
dated October 17, 2006, and filed with the U.S. Securities and Exchange
Commission on October 25, 2006.
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(3)
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Incorporated
by reference to the exhibits included with our Annual Report on Form
10-KSB dated December 31, 2006, and filed with the U.S. Securities
and
Exchange Commission on April 13,
2007.
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(4)
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Incorporated
by reference to the exhibits included with our Current Report on
Form 8-K,
dated September 19, 2007, and filed with the U.S. Securities and
Exchange
Commission on September 19, 2007.
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(5)
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Incorporated
by reference to the exhibits included with our Current Report on
Form 8-K,
dated October 26, 2007, and filed with the U.S. Securities and Exchange
Commission on October 30, 2007.
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(6)
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Incorporated
by reference to the exhibits included with our Current Report on
Form 8-K,
dated March 27, 2008, and filed with the U.S. Securities and Exchange
Commission on March 31, 2008.
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(7)
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Incorporated
by reference to the exhibits included with our Registration Statement
on
Form S-1 (File No. 333-153119), dated August 21, 2008, and filed
with the
U.S. Securities and Exchange Commission on August 21,
2008.
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(b)
The
financial statement schedules are either not applicable or the required
information is included in the financial statements and footnotes related
thereto.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this Amendment No. 1 to registration statement to be signed on its behalf
by the undersigned, in the City of Hauppauge, State of New York, on September
8,
2008.
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ODYNE
CORPORATION
By:
/s/
Alan
Tannenbaum
Alan
Tannenbaum
Chief
Executive Officer
(principal
executive officer)
By:
/s/
Daniel
Bartley
Daniel
Bartley
Chief
Financial Officer
(principal
financial and accounting officer)
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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.
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Name
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Title
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Date
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/s/
Alan
Tannenbaum
Alan
Tannenbaum
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Chief
Executive Officer
(principal
executive officer)
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September
8
,
2008
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/s/
Joshua A.
Hauser*
Joshua
A. Hauser
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President,
Chief Operating Officer and Director
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September
8
,
2008
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/s/
Daniel
Bartley
Daniel
Bartley
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Chief
Financial Officer
(principal
financial and accounting officer)
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September
8
,
2008
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/s/
Jeffrey H.
Auerbach*
Jeffrey
H. Auerbach
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Director
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September
8
,
2008
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/s/
Bruce E.
Humenik*
Bruce
E. Humenik
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Director
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September
8
,
2008
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/s/
Stanley W.
Struble*
Stanley
W. Struble
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Director
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September
8
,
2008
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/s/
S. Charles
Tabak*
S.
Charles Tabak
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Director
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September
8
,
2008
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*
By:
/s/
Alan
Tannenbaum
Alan
Tannenbaum
Attorney-in-fact
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