ICA File No.: 811-9118
File No.: 333-27225
As filed with the Securities and Exchange Commission on
April 17, 1998Custom footers, yo.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 1*
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
[X] Amendment No. 9
DEM, Inc.__
Exact Name of Registrant as Specified in Charter
401 E. Pratt Street, 28th Floor, Baltimore, MD 21202
Address of Principal Executive Offices
(800) 752-1013
Registrant's Telephone Number, including Area Code
Nathan A. Chapman, Jr.
401 E. Pratt Street, 28th Floor, Baltimore, MD 21202
Name and Address of Agent for Service)
(Copy to:)
Elizabeth R. Hughes, Esq., Venable, Baetjer and Howard, LLP,
Ste. 1800, 2 Hopkins Plaza, Baltimore, MD 21201
Name and Address (Number, Street, City, State,
Zip Code)
Approximate Date of Proposed Public Offering: Not
applicable
*In addition, pursuant to Rule 429, this Registration
Statement on Form N-2 constitutes Post-Effective Amendment
No. 4 to the Registration Statement No. 33-98454 on Form N-2
filed by the Registrant.
If any of the securities being registered on this form will
be offered on a delayed or continuous basis in reliance on
Rule 415 under the Securities Act of 1933, as amended, other
than securities offered in connection with a dividend
reinvestment plan, check the following box. [X]
It is proposed that this filing will become effective (check
appropriate box)
[X] when declared effective pursuant to Section 8(c)
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective
date for a previously filed registration statement.
[ ] this form is filed to register an additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act and the Securities Act registration statement number of
the earlier effective registration statement for the same
offering is [ ].
PART C
OTHER INFORMATION
DEREGISTRATION
In accordance with the undertakings contained in Part C of
this Registration Statement, DEM, Inc. (the "Company") has
filed this Post-Effective Amendment No. 1 to remove from
registration all of the securities registered under this
Registration Statement, which remain unsold at the
termination of the offering.
The Company hereby removes from registration 851,250 shares
of common stock, $0.0001 par value per share, registered by
the Company in this Registration Statement, which remain
unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Baltimore, and State of Maryland, as of April 15, 1998.
DEM, INC.
By:/s/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1993, this Registration Statement has been signed below by
the following in the capacities and on the date indicated.
Signatures Title Date
/s/ NATHAN A. CHAPMAN, President, Chairman April 15,
JR. of the Board and 1998
Nathan A. Chapman, Jr. Director (Principal
Executive Officer)
/s/ M. LYNN BALLARD Treasurer April 15,
M. Lynn Ballard (Principal 1998
Financial and
Accounting Officer)
A majority of the
Entire Board of
Directors
James B. Lewis
Nathan A. Chapman, Lottie H.
Jr. Shackelford
Robert L. Wallace
Ronald A. White
April 15,
1998
By:/s/ NATHAN A.
CHAPMAN
Nathan A. Chapman,
Jr.
Attorney-in-Fact
BA3DOCS1\0083362.01
