TERRACE HOLDINGS INC
SB-2/A, 1998-07-08
EATING PLACES
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      As filed with the Securities and Exchange Commission on July 8, 1998

                                                         SEC File No. 33-96892-A
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549




                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1

                                       TO

                                    FORM SB-2
                             Registration Statement
                        Under the Securities Act of 1933

                        ---------------------------------





                             TERRACE HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)




         Delaware                         5812                   65-0594270
(State or other jurisdiction       (Primary Standard          (I.R.S. Employer
     of incorporation          Industrial Classification     Identification No.)
      or organization)                Code Number)


                              1351 N.W. 22nd Street
                          Pompano Beach, Florida 33069
                                  954-917-7272
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                 principal executive offices and principal place
                                of business)




        To Remove from Registration the 1,637,500 Shares of Common Stock
 Underlying 1,637,500 Warrants Issued in or Prior to the 
                      Registrant's Initial Public Offering

                ------------------------------------------------


<PAGE>



                                EXPLANATORY NOTE


         In  accordance  with  Item  28,  the  Registrant  hereby  removes  from
registration all of the 1,437,500  shares of Common Stock underlying  Redeemable
Common  Stock  Purchase  Warrants   heretofore   registered  by  means  of  this
Registration   Statement.  In  addition,  the  Registrant  hereby  removes  from
registration  200,000  shares  of  Common  Stock  underlying  Class  A  Warrants
heretofore registered by means of this Registration  Statement.  These 1,637,500
shares of Common Stock are the subject of a new pending  registration  statement
filed with the Commission in January, 1998, (Commission File No. 333-45195).

         Accordingly,  all of such 1,637,500  shares of Common Stock  underlying
the  aforementioned  Warrants and  heretofore  registered  in this  Registration
Statement are hereby removed from registration.



<PAGE>


                                   SIGNATURES

         In accordance with 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 SB-2 and authorized this  Post-Effective
Amendment No. 1 to the Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized,  in the City of Pompano Beach, State of
Florida, on the 8th day of July, 1998.


                                  TERRACE HOLDINGS, INC.

                              By: /s/ Jonathan S. Lasko
                                  -------------------------
                                  Jonathan S. Lasko, Executive Vice-President



    In accordance with the requirements of the Securities Act of 1933, this Post
Effective  Amendment No. 1 to the Registration  Statement has been signed by the
following persons in the capacities and on the dates indicated.

Signatures                     Title                              Date
- ----------                     -----                              ----

/s/ Steven Shulman             Director and Chief                 July 8, 1998
- --------------------------
Steven Shulman                 Executive Officer

/s/ Samuel H. Lasko            President and Director             July 8, 1998
- --------------------------
Samuel H. Lasko

/s/ Jonathan S. Lasko          Executive Vice-President,          July 8, 1998
- --------------------------     Secretary, Chief Operating   
Jonathan S. Lasko              Officer, Principal Financial 
                               Officer and Director         
                               

/s/ Bruce S. Phillips          Director                           July 8, 1998
- --------------------------
Bruce S. Phillips

/s/ Mario Jacobs               Principal Accounting Officer       July 8, 1998
- --------------------------
Mario Jacobs

/s/ Bernard Rubin, M.D         Director                           July 8, 1998
- --------------------------
Bernard Rubin, M.D.

/s/ Richard Power              Director                           July 8, 1998
- --------------------------
Richard Power

/s/ Fred A. Seigel             Director                           July 8, 1998
- --------------------------
Fred A. Seigel



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