AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2003
REGISTRATION NO. 333-90574
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SSP SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0757190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
17861 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
(949) 851-1085
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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MARVIN J. WINKLER,
CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SSP SOLUTIONS, INC.
17861 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
(949) 851-1085
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO:
GREGG AMBER, ESQ.
CRISTY LOMENZO PARKER, ESQ.
RUTAN & TUCKER, LLP
611 ANTON BOULEVARD, SUITE 1400
COSTA MESA, CALIFORNIA 92626
(714) 641-5100
Approximate Date of Commencement of Proposed Sale to 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, please 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, please 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
under the Securities Act, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE OFFERING PRICE FEE
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Common stock, $0.01 par value 4,420,156(2) (3) (3) $(3)
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(1) In the event of a stock split, stock dividend, or similar transaction
involving common stock of the registrant, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.
(2) As originally filed, this registration statement covered an aggregate of
11,524,853 shares. As amended by pre-effective amendment no. 1, this
registration statement covered an aggregate of 11,580,629 shares, including
147,835 shares issued and outstanding and 11,432,794 shares underlying
warrants, options and convertible promissory notes. As amended by this
post-effective amendment no. 1, this registration statement now covers an
aggregate of 4,420,156 shares of common stock, including 989,253 shares
outstanding and 3,430,903 shares underlying warrants, options and
convertible promissory notes.
(3) The proposed maximum offering price per share has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(c) of
the Securities Act. A registration fee of $880.04 was paid upon the initial
filing of this registration statement based upon a proposed maximum
offering price per unit of $0.83, which was the average of the high and low
sales prices per share of the Registrant's common stock as reported on The
Nasdaq National Market on June 7, 2002, and an amount to be registered of
11,524,853 shares. An additional registration fee of $5.64 was paid upon
the filing of pre-effective amendment no. 1. This additional registration
fee was calculated by (a) multiplying (i) the difference between the
aggregate number of shares being covered by pre-effective amendment no. 1
and the aggregate number of shares covered by the initial filing of this
registration statement (i.e., 11,580,629 minus 11,524,853 equals 55,776) by
(ii) a proposed maximum offering price per unit of $1.10, which was the
average of the high and low sales prices per share of the Registrant's
common stock as reported on The Nasdaq National Market on July 15, 2002,
and then (b) multiplying that product (i.e., 55,776 multiplied by $1.10
equals $61,353.60) by the then current fee rate (i.e., $0.000092).
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DEREGISTRATION OF SECURITIES
When declared effective, this registration statement no. 333-90574
covered 11,580,629 shares of the registrant's common stock. In accordance with
the registrant's undertaking set forth in Part II, Item 17 of this registration
statement, the registrant hereby deregisters 7,160,473 shares of its common
stock that were registered on this registration statement but will not be resold
under this registration statement, so that the number of shares of common stock
registered for resale under this registration statement is 4,420,156.
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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 for filing on Form S-3 and has duly caused this
post-effective amendment no. 1 to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irvine,
State of California, on December 5, 2003.
SSP SOLUTIONS, INC.
By: /s/ MARVIN J. WINKLER
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Marvin J. Winkler, Co-Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to registration statement has been signed below
by the following persons in the following capacities on the dates indicated.
Name Title Date
---- ----- ----
/s/ MARVIN J. WINKLER Co-Chairman of the Board, Chief Executive December 5, 2003
---------------------- Officer (principal executive officer) and
Marvin J. Winkler Director
/s/ KRIS SHAH Co-Chairman of the Board, President, Chief December 5, 2003
---------------------- Operating Officer, Secretary and Director
Kris Shah
/s/ THOMAS E. SCHIFF Executive Vice President, December 5, 2003
---------------------- Chief Financial Officer (principal
Thomas E. Schiff financial and accounting officer) and
Assistant Secretary
/s/ GREGG AMBER Director December 5, 2003
----------------------
Gregg Amber
/s/ JOEL K. RUBENSTEIN Director December 5, 2003
----------------------
Joel K. Rubenstein
/s/ DAVID A. JANES Director December 5, 2003
----------------------
David A. Janes
/s/ RON R. GOLDIE Director December 5, 2003
----------------------
Ron R. Goldie
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