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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2000
REGISTRATION NO. 333-40518
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STOCKWALK.COM GROUP, INC.
(Exact name of registrant as specified in its charter)
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MINNESOTA 5122 41-1756256
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Classification Industrial Code) Identification Number)
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Suite 800
5500 Wayzata Boulevard
Minneapolis, Minnesota 55416
Telephone: (763) 542-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Philip T. Colton
Stockwalk.com Group, Inc.
Suite 800
5500 Wayzata Boulevard
Minneapolis, Minnesota 55416
Telephone: (763) 542-6000
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
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ALBERT A. WOODWARD JAMES C. MELVILLE
Ruth M. Timm Mary S. Giesler
Maun & Simon, PLC Kaplan, Strangis and Kaplan, P.A.
2000 Midwest Plaza Building West 90 South Seventh Street, Suite 5500
801 Nicollet Mall Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55402 Telephone: (612) 375-1138
Telephone: (612) 904-7400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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 same offering. [X] Registration No. 333-40518
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TABLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SECURITY (2) OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.04 per
share............................... 3,557,819 N/A $10,993,182 $2,903*
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*Previously paid
(1) Based on the anticipated number of shares to be issued in connection with
the merger calculated as the product of (A) 4,634,991, the aggregate number
of shares of Kinnard Investments, Inc. common stock, par value $.02 per
share, outstanding on September 6, 2000, exclusive of shares owned by the
registrant, and (B) an exchange ratio of .7676 shares of Stockwalk common
stock for each share of Kinnard common stock.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended and
calculated pursuant to Rule 457(c), (f) (1) and (3). The registration fee
was computed based on the aggregate market value on June 27,2000 of the
maximum number of shares of Kinnard Investments, Inc. common stock to be
cancelled in the merger and calculated by multiplying (A) the average of
the high ($8.4375) and the low ($8.375) reported sales prices per share of
Kinnard common stock on the Nasdaq NMS on June 27, 2000, multiplied by (B)
4,568,595, representing the number of shares of Kinnard Investments, Inc.
common stock to be cancelled in the merger, exclusive of shares owned by
the registrant, and less the aggregate cash consideration to be paid by the
registrant in the merger ($27,411,570).
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed to register
additional shares of Stockwalk.com Group, Inc. Common Stock pursuant to Rule
462(b). At the close of business on September 1, 2000, the Exchange Ratio for
Stockwalk's merger with Kinnard Investments, Inc. was fixed at 0.7676. Based on
the 4,975,281 shares of Kinnard common stock currently outstanding, and less the
340,290 shares of Kinnard common stock owned by Stockwalk, the total number of
shares of Stockwalk common stock that will be issued in the merger is 3,557,819.
Accordingly, this Post-Effective Amendment No. 1 is registering an additional
1,007,173 shares of Stockwalk common stock.
In accordance with Rule 462(b), the registrant hereby incorporates by
reference the contents of Registration No. 333-40518, including all exhibits
thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this post-effective amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis, State of Minnesota, on September 6, 2000.
STOCKWALK.COM GROUP, INC.
By: /s/ Eldon C. Miller
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Eldon C. Miller
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
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/s/ Eldon C. Miller
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Eldon C. Miller Chief Executive Officer & Director
(Principal Executive Officer) September 6, 2000
*
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David B. Johnson President & Director September 6, 2000
*
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Paul R. Kuehn Director September 6, 2000
*
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Stanley D. Rahm Director September 6, 2000
*
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Todd W. Miller Chief Financial Officer
(Principal Financial Officer) September 6, 2000
*
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N. Lee Wesley Director September 6, 2000
*
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George E. Kline Director September 6, 2000
*
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Richard J. Nigon Director September 6, 2000
*
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Jeffrey L. Houdek Principal Accounting Officer September 6, 2000
By: /s/ Eldon C. Miller
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Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
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23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of KPMG LLP
23.4 Consent of Maun & Simon, PLC
23.5 Consent of U.S. Bancorp Piper Jaffray
23.6 Consent of KPMG LLP
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