As Filed with the Securities and Exchange Commission on October ___, 2005
Registration No. 333-112899
Filed Pursuant to Rule 462(d)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO THE FORM S-3 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SEGMENTZ, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 03-0450326 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
429 Post Road
Buchanan, Michigan 49107
(269) 695-4920
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
| with copies to: | ||
| Mark Patterson Chief Financial Officer 429 Post Road Buchanan, Michigan 49107 (269) 695-4920 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Clint J. Gage, Esq. Adorno & Yoss, LLP 350 East Las Olas Boulevard, Suite 1700 Fort Lauderdale, Florida 33301 (954) 763-1200 (Telephone) (954) 766-7800 (Facsimile) |
Approximate date of commencement of proposed sale to the public: From time to time 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, as amended, (the “Securities Act”) 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 number of the earlier effective registration statement for the 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. ¨
Explanatory Paragraph
This Post Effective Amendment No. 2 to the Form S-3 Registration Statement amends the S-3 Registration Statement to include as Exhibit 23(iii) a consent of the Registrant’s independent accountants, Pender Newkirk & Company.
Item 16. Exhibits.
| Exhibit No. |
Description of Document | |
| 3.1(a) | Certificate of Incorporation dated May 8, 2000 (1) | |
| 3.1(b) | Articles of Merger dated May 17, 2000 (1) | |
| 3.1(c) | Certificate of Merger dated May 17, 2000 (1) | |
| 3.1(d) | Certificate of Merger dated February 1, 2001 (1) | |
| 3.1(e) | Certificate of Merger dated February 1, 2001 (1) | |
| 3.1(f) | Certificate of Amendment dated November 1, 2001 (1) | |
| 3.1(g) | Designation of Preferences of Series A filed June 11, 2003 (3) | |
| 3.1(h) | Designation of Preferences of Series B June 11, 2003 (3) | |
| 3.1(i) | Designation of Preferences of Series C June 11, 2003 (3) | |
| 3.1(j) | Designation of Preferences of Series A-1 June 18, 2003 (3) | |
| 3.1(k) | Designation of Preferences of Series B-1 June 18, 2003 (3) | |
| 3.2 | Bylaws dated May 10, 2000 (1) | |
| 5 | Opinion and Consent of Adorno & Yoss, P.A.(3) | |
| 10.1 | Stock Option Plan (1) | |
| 21 | Subsidiaries of Registrant (1) | |
| 23(i) | Consent of Adorno & Yoss, P.A. (see Exhibit 5) (3) | |
| 23(ii) | Consent of Pender Newkirk & Company (3) | |
| 23(iii) | Consent of Pender Newkirk & Company (2) | |
| (1) | Incorporated by reference to exhibits with the corresponding numbers filed with our registration statement on Form 10SB (File No. 000-49606). |
| (2) | Filed herewith. |
| (3) | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Post Effective Amendment No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buchanan, Michigan, on October 14, 2005.
| SEGMENTZ, INC. | ||
| By: | /s/ Mike Welch | |
| Mike Welch Chief Executive Officer and Director | ||
| By: | /s/ Mark Patterson | |
| Mark Patterson Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Post Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed by the following persons in the capacities indicated:
| SIGNATURE |
TITLE |
DATE | ||
| /s/ MIKE WELCH Mike Welch |
Chief Executive Officer and Director |
October 14, 2005 | ||
| /s/ MARK PATTERSON Mark Patterson |
Chief Financial Officer |
October 14, 2005 | ||
| /s/ JENNIFER DORRIS Jennifer Dorris |
Director |
October 14, 2005 | ||
| /s/ CALVIN WHITEHEAD |
Director |
October 14, 2005 | ||
| Calvin R. Whitehead |
||||
| /s/ ROBERT GRIES Robert Gries |
Director |
October 14, 2005 | ||
| /s/ JAY TAYLOR Jay Taylor |
Director |
October 14, 2005 | ||
| /s/ JIM MARTELL Jim Martell |
Director |
October 14, 2005 | ||
Exhibit 23(iii)
PNC CPAs
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Segmentz, Inc.
Buchanan, Michigan
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-112899) of Segmentz, Inc. of our report dated February 25, 2005, relating to the consolidated financial statements of Segmentz, Inc., which appear in Segmentz, Inc.’s Form 10-KSB for the year ended December 31, 2004, filed with the United States Securities and Exchange Commission on March 30, 2005.
| /s/ Pender Newkirk & Company |
| Pender Newkirk & Company Certified Public Accountants Tampa, Florida August 16, 2005 |