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As filed with the Securities and Exchange Commission on September 30, 1997
Registration No. 333-22869
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SCB COMPUTER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 62-1201561
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification Number)
or Organization)
1365 WEST BRIERBROOK ROAD, MEMPHIS, TENNESSEE 38138
(901) 754-6577
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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GORDON L. BATEMAN
CHIEF ADMINISTRATIVE OFFICER
1365 WEST BRIERBROOK ROAD
MEMPHIS, TENNESSEE 38138
(901) 754-6577
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after 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. [ ]
If 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. [ ]
If this Form is a post-effective amendment 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. [ ] ___________.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT ON FORM S-3 (NO. 333-22869)
SCB COMPUTER TECHNOLOGY, INC.
REPORT OF RESULTS AND DEREGISTRATION
This Registration Statement on Form S-3 (No. 333-22869) (the
"Registration Statement") registered 112,000 shares of Common Stock, par value
$.01 per share (the "Shares"), of SCB Computer Technology, Inc. (the "Company")
for resale by certain shareholders (the "Selling Shareholders").
The Company's Board of Directors declared a three-for-two stock split
payable on September 3, 1997 to shareholders of record on August 20, 1997 (the
"Record Date"). A total of 28,000 shares were sold by the Selling Shareholders
in brokerage transactions at prevailing market prices prior to the Record Date
pursuant to the Registration Statement and a total of 42,000 shares were sold by
the Selling Shareholders after the Record Date pursuant to the Registration
Statement. Accordingly, pursuant to Rule 478(a) promulgated under the Securities
Act of 1933, as amended, and undertaking (3) contained in Part II of the
Registration Statement, the Company amends the Registration Statement to
deregister any resale of the balance of the Shares under the Registration
Statement that were not sold prior to the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in Memphis, Tennessee, on September 29, 1997.
SCB COMPUTER TECHNOLOGY, INC.
By: /s/ Ben C. Bryant, Jr.
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Ben C. Bryant, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board of September 29, 1997
- ---------------------------------- Directors
T. Scott Cobb
/s/ Ben C. Bryant, Jr. President, Chief Executive September 29, 1997
- ---------------------------------- Officer (Principal Executive
Ben C. Bryant, Jr. Officer) and Vice Chairman of
the Board of Directors
* Executive Vice President - September 29, 1997
- ---------------------------------- Development and Director
Steve N. White
* Chief Financial Officer (Principal September 29, 1997
- ---------------------------------- Financial and Accounting
Gordon L. Bateman Officer)
* Director September 29, 1997
- ----------------------------------
James E. Harwood
* Director September 29, 1997
- ----------------------------------
Joseph W. McLeary
* By: /s/ Ben C. Bryant, Jr.
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Attorney-in-fact
</TABLE>
