<PAGE>
As filed with the Securities and Exchange Commission on April 3, 1998
SEC File No. 41295
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
Registration Statement
Under the Securities Act of 1933
_________________________________
TERRACE HOLDINGS, INC.
(Name of Small Business Issuer as specified in its charter)
To Remove from Registration the Securities Related to
Engagement Letter and Fee Agreement For Financial Communication Services
________________________________________________________________________________
<PAGE>
EXPLANATORY NOTE
In accordance with Item 9(a)(3), the Registrant hereby removes from
registration all of the 275,000 shares of Common Stock heretofore registered by
means of this Registration Statement. The Engagement Letter and Fee Arrangement
for Financial Communications Services dated September 29, 1997, between the
Registrant and GFC Communications Corp. of West Palm Beach, Florida ("GFC") has
been canceled. Accordingly, the 75,000 shares of Common Stock issued thereunder
have been returned to the Registrant and canceled. Furthermore, the options to
purchase up to 200,000 shares of Common Stock of the Registrant granted
thereunder have also been canceled and none were exercised. Accordingly, all of
such 275,000 shares of common stock 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 S-8 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 Hollywood, State of
Florida, on the 2nd day of April, 1998.
TERRACE HOLDINGS, INC.
By: /s/ Samuel H. Lasko
---------------------------------------
Samuel H. Lasko, 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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Steven Shulman* Director and Chief April 2, 1998
- ----------------------------------- Executive Officer
Steven Shulman
/s/ Samuel H. Lasko President and Director April 2, 1998
- -----------------------------------
Samuel H. Lasko
/s/ Jonathan S. Lasko* Executive Vice-President, April 2, 1998
- ----------------------------------- Secretary, Chief Operating
Jonathan S. Lasko Officer, Principal Financial
Officer and Director
/s/ Bruce S. Phillips* Director April 2, 1998
- -----------------------------------
Bruce S. Phillips
/s/ Mario Jacobs Principal Accounting Officer April 2, 1998
- -----------------------------------
Mario Jacobs
/s/ Bernard Rubin, M.D* Director April 2, 1998
- -----------------------------------
Bernard Rubin, M.D.
___________________________________ Director April__,1998
Richard Power
___________________________________ Director April__,1998
Fred A. Seigel
</TABLE>
/s/ Samuel H. Lasko
- -----------------------------------
*By Samuel H. Lasko, pursuant to a
Power of Attorney heretofore filed
2
