Now we know why STHK tanked
As filed with the Securities and Exchange Commission on April 6, 2006
Registration No. 333-129237
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------------
AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------------
STARTECH ENVIRONMENTAL CORPORATION
(Exact name of registrant as specified in its charter)
-----------------------------
Colorado 3559 84-286576
-------- ---- ---------
(State or other (Primary (I.R.S. Employer
jurisdiction of Standard Industrial Identification
incorporation Classification Number)
or organization) Code Number)
15 Old Danbury Road, Suite 203 Joseph F. Longo, Chairman, President & CEO
Wilton, Connecticut 06897-2525 Startech Environmental Corporation
(203) 762-2499 15 Old Danbury Road, Suite 203
Wilton, Connecticut 06897-2525
(203) 762-2499
(Address, including zip code and (Name, address, including zip code and
telephone number, including area code, telephone number, including area code,
of registrant's principal of agent for service)
executive office)
Copies to:
Scott Rosenblum, Esq. Peter J. Scanlon
Kramer Levin Naftalis & Frankel LLP Vice President & Chief Financial Officer
1177 Avenue of the Americas 15 Old Danbury Road, Suite 203,
New York, New York 10036 Wilton, Connecticut 06897-2525
Phone (212) 715-9100 Phone (203) 762-2499
Fax (212) 715-8000 Fax (203) 761-0839
-----------------------------
Approximate date of commencement of proposed sale to 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, 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 of 1933, 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 of 1933, 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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. _
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. _
Calculation of Registration Fee
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Aggregate Offering Amount of
be Registered Registered Price Per Unit (1) Price Registration Fee
----------------------------------- ----------------- -------------------- ----------------------- -------------------
Common Stock, no par value 2,198,388(2) $2.64 $5,803,744.32 $683.10
----------------------------------- ----------------- -------------------- ----------------------- -------------------
Common Stock, no par value 12,391,304(3) $2.64 $32,713,042.56 $3,850.33
----------------------------------- ----------------- -------------------- ----------------------- -------------------
TOTAL 14,589,692 $2.64 $38,516,786.88 $4,533.43(4)
=================================== ================= ==================== ======================= ===================
Preliminary Prospectus, subject to completion dated April 6, 2006
STARTECH
ENVIRONMENTAL CORP.
14,589,692 Shares of Common Stock
STARTECH ENVIRONMENTAL CORPORATION
This prospectus relates to the offer and sale of up to an aggregate of
14,589,692 shares of common stock, no par value per share, of Startech
Environmental Corporation by certain persons who are our shareholders, including
Cornell Capital Partners, LP. Please refer to "Selling securityholders"
beginning on page 60.
We are not selling any shares of common stock in this offering and
therefore will not receive any of the proceeds from this offering. We will,
however, receive proceeds from the sale of common stock under the Standby Equity
Distribution Agreement, which was entered into as of September 15, 2005 with
Cornell, and upon the exercise of any of the warrants issued in certain private
placements. All costs associated with this registration will be borne by us.
The selling securityholders are:
(1) Cornell Capital Partners, LP, which intends to sell up to an aggregate
of 12,386,956 shares of common stock, which consists of:
o 10,100,000 shares which may be purchased by Cornell Capital
Partners from us under the Standby Equity Distribution Agreement,
o 386,956 shares of common stock which were issued to Cornell
Capital Partners upon the signing of the Standby Equity
Distribution Agreement as a commitment fee,
o 1,250,000 shares of common stock issuable upon conversion or
repayment of convertible debentures in the principal amount of
$2,300,000 issued pursuant to a Securities Purchase Agreement,
which was entered into as of September 15, 2005 with Cornell
Capital Partners, and
o 650,000 shares of common stock issuable upon exercise of a
warrant issued pursuant to Cornell Capital Partners pursuant to
the Securities Purchase Agreement.
(2) Monitor Capital, Inc., which intends to sell up to 4,348 shares of
common stock that were issued to it as a placement agent fee in
connection with the Standby Equity Distribution Agreement and the
Securities Purchase Agreement referred to above.
(3) Certain selling securityholders of an aggregate of 2,198,388 shares of
common stock issued to the selling securityholders in various private
placements that took place since 2004.
Cornell Capital Partners is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
Standby Equity Distribution Agreement. Cornell Capital Partners will pay us 96%
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