As filed with the Securities and Exchange Commission on February 27, 2004
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMP CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 84-1123311
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
THE GRAYBAR BUILDING
420 LEXINGTON AVENUE, SUITE 1830
NEW YORK, NEW YORK 10170
(212) 697-2509
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(Address, including zip code, and telephone number,
Including area code, of registrant's principal executive offices)
DARRYL R. COHEN
THE GRAYBAR BUILDING
420 LEXINGTON AVENUE, SUITE 1830
NEW YORK, NEW YORK 10170
(212) 697-2509
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(Name, address, including zip code, and telephone number,
Including area code, of agent for service)
Copy to:
Martin Eric Weisberg, Esq.
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities 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. |_|
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. |X| Registration No.
333-112321
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. |_|
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(4)
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Common Stock, $.001 par value per share.... 1,875,000 (2) $0.70(3) $1,312,500 $ 166.29
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Total Registration Fee.................. $ 166.29
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(1) Represents the shares of common stock being registered for resale by the
selling stockholder and the number of shares of common stock issuable upon
the exercise of warrants to purchase shares of our common stock by the
selling stockholder.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), the shares of common stock offered hereby also include
such presently indeterminate number of shares of common stock as shall be
issued by us to the selling stockholders upon adjustment under
anti-dilution provisions covering the additional issuance of shares by Ramp
resulting from stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act; based on the average
($0.70) of the closing bid ($0.70) and asked ($0.70) price on the American
Stock Exchange on February 26, 2004.
(4) Calculated pursuant to Section 6(b) of the Securities Act based upon
Proposed Maximum Aggregate Offering Price multiplied by .0001267.
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-3 FILE NO. 333-112321
Ramp Corporation is incorporating by reference the information
contained in its registration statement on Form S-3 File No. 333-112321 in its
entirety, including any amendments, as well as any exhibits relating to it. The
registration statement was declared effective by the Securities and Exchange
Commission on February 12, 2004.
-2-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Number Description of Exhibit
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5.1 (1) Opinion of Jenkens & Gilchrist Parker Chapin LLP
23.1 (1) Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.2 (1) Consent of BDO Seidman, LLP.
23.3 (1) Consent of Jenkens & Gilchrist Parker Chapin LLP
(included in Exhibit 5.1 hereto)
24.1 (2) Power of Attorney
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(1) Filed herewith.
(2) Filed with Ramp Corporation's registration statement on Form S-3
(Registration No. 333-112321) which was filed with the Securities and
Exchange Commission on January 29, 2004 and declared effective on
February 12, 2004.
II-1
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 Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on February 27,
2004.
RAMP CORPORATION
By: /s/ Darryl R. Cohen
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Darryl R. Cohen
Chief Executive 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
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/s/ Darryl R. Cohen Chairman, Chief Executive Officer and Director (Principal February 27, 2004
------------------- Executive Officer)
Darryl R. Cohen
/s/ Mitchell Cohen Chief Financial Officer, Executive Vice President and February 27, 2004
------------------ Secretary (Principal Financial and Accounting Officer)
Mitchell Cohen
/s/ Andrew Brown President and Director February 27, 2004
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Andrew Brown
* Director February 27, 2004
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David Friedensohn
* Director February 27, 2004
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Samuel H. Havens
* Director February 27, 2004
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J.D. Kleinke
* Director February 27, 2004
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Jeffrey A. Stahl
* By: /s/ Andrew Brown
Andrew Brown
Attorney-in-Fact
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXHIBIT INDEX
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Number Description of Exhibit
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5.1 (1) Opinion of Jenkens & Gilchrist Parker Chapin LLP
23.1 (1) Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.2 (1) Consent of BDO Seidman, LLP.
23.3 (1) Consent of Jenkens & Gilchrist Parker Chapin LLP
(included in Exhibit 5.1 hereto)
24.1 (2) Power of Attorney
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(1) Filed herewith.
(2) Filed with Ramp Corporation's registration statement on Form S-3
(Registration No. 333-112321) which was filed with the Securities and
Exchange Commission on January 29, 2004 and declared effective on
February 12, 2004.