As filed with the Securities and
Exchange Commission on May 18, 2010
Registration No. 333-164683
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pre-effective
Amendment No.2 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
InfoLogix, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
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Delaware
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20-1983837
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(State or Other
Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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101 East County Line Road, Suite 210
Hatboro, Pennsylvania 19040
(215) 604-0691
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
John A. Roberts
Chief Financial Officer
101 East County Line Road, Suite 210
Hatboro, Pennsylvania 19040
(215) 604-0691
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Stephen T. Burdumy
Scott B. Connolly
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103
Approximate date of commencement of proposed sale
to the public: From time to time foll
owing
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.
o
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.
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.
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
registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following
box.
o
If this form is
a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box.
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 definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act
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Large accelerated
filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting
company
o
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(Do not check if a smaller
reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount To Be
Registered(1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Shares of common stock,
$0.00001 par value per share
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2,691,790
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(2)
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Shares of common stock,
$0.00001 par value per share, underlying warrants
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672,948
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(2)
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Total
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3,364,738
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(2)
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(1)
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Amount
of shares of common stock to be registered. All shares of common stock are to
be offered and sold by the selling stockholders. In accordance with
Rule 416(a), the registrant is also registering hereunder an
indeterminate number of shares that may be issued and resold resulting from
stock splits, stock dividends or similar transactions.
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(2)
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The registration fee with regard to the 3,364,738 shares of common
stock was previously paid in connection with the registrant’s filing of its
Registration Statement on Form S-3 with the Securities and Exchange
Commission on February 3, 2010
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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 or until the registration statement shall become
effective on such date as the Commission acting pursuant to Section 8(a),
may determine.