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As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 33-____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. [ X ] Post-Effective Amendment No. 2
ORBITEX GROUP OF FUNDS
(Exact Name of Registrant as specified in Charter)
410 Park Avenue
New York, New York 10022
(Address of Principal Executive Offices)
(888) - ORBITEX
(Area Code and Telephone Number)
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Mr. James L. Nelson
Orbitex Group of Funds
410 Park Avenue
New York, New York 10022
(Name and Address of Agent for Service)
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copies to:
Leonard B. Mackey, Jr., Esq. M. Fyzul Khan, Esq. Thomas R. Westle, Esq.
Rogers & Wells LLP Orbitex Management, Inc. Spitzer & Feldman P.C.
200 Park Avenue 410 Park Avenue 405 Park Avenue
New York, New York 10166 New York, New York 10022 New York, New York 10022
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Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.
Title of Securities Being Registered: Orbitex Growth Fund Class A Shares of
beneficial interest, no par value.
Registrant has registered an indefinite amount of securities pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee
is payable herewith.
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This Post-Effective Amendment No. 2 to the Registration Statement on Form N-14
for Orbitex Group of Funds is being filed solely for the purpose of re-filing
Exhibit 1 to the Post-Effective Amendment No. 1 to the Registration Statement on
Form N-14 for Orbitex Group of Funds (the "Post-Effective Amendment No. 1")
that was filed with the Securities and Exchange Commission on August 19, 1999
(File No. 333-82631). The rest of the Post-Effective Amendment No. 1 is
incorporated into this Post-Effective Amendment No. 2 by reference.
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SIGNATURES
As required by the Securities Act of 1933, as amended, this Registration
Statement has been signed on behalf of the registrant, in the City of New York
and State of New York, on the 20th day of August, 1999.
ORBITEX GROUP OF FUNDS
By: /s/ James L. Nelson
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James L. Nelson
Trustee and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Otto J. Felber* Trustee August 20, 1999
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Otto J. Felber
/s/ James L. Nelson Trustee, President
- ---------------------------------------- And Chief Executive Officer August 20, 1999
James L. Nelson
Treasurer and Principal
/s/ Kimberly Ratz Financial and Accounting
- ---------------------------------------- Officer August 20, 1999
Kimberly Ratz
/s/ Ronald Altbach* Trustee August 20, 1999
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Ronald Altbach
/s/ Thomas Bachmann* Trustee August 20, 1999
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Thomas Bachmann
/s/ Richard E. Stierwalt Trustee and Assistant
- ---------------------------------------- Secretary August 20, 1999
Richard E. Stierwalt
/s/ Stephen H. Hamrick* Trustee August 20, 1999
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Stephen H. Hamrick
*By: /s/ James L. Nelson
-----------------------------------
James L. Nelson, Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT LIST
Exhibit 1 Opinion and Consent of Rogers & Wells LLP, counsel to the
Registrant, with respect to the legality of the securities of the
Orbitex Group of Funds.
<PAGE>
Exhibit 1
Rogers & Wells LLP
200 Park Avenue
New York, NY 10166-0153
Telephone: 212-878-8000
Facsimile: 212-878-8375
August 19, 1999
Orbitex Group of Funds
410 Park Avenue
18th Floor
New York, New York 10022
Ladies and Gentlemen:
We have acted as special counsel for Orbitex Group of Funds, a Delaware business
trust (the "Trust"), in connection with the reorganization (the
"Reorganization") contemplated by the Agreement and Plan of Reorganization,
dated as of July 8, 1999 (the "Merger Agreement"), by and between the Trust and
American Diversified Funds, Inc., a Maryland corporation. This letter is being
delivered to you in connection with the filing of the Trust's registration
statement on Form N-14 (the "Registration Statement") under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended.
In rendering the opinion set forth below, we have examined the Trust's Agreement
and Declaration of Trust, its By-Laws and such other documents as we have deemed
necessary. We express no opinion herein as to the laws of any jurisdiction other
than the laws of the State of New York and Title 12 of the Delaware Code
("Delaware Law"). We draw your attention to the fact that we are not admitted to
the Bar in the State of Delaware and we are not experts in the law of the State
of Delaware and, to the extent that the opinion expressed below relates to
matters of Delaware Law, that opinion is based on our reasonable familiarity
with Delaware Law as a result of our prior involvement in transactions
involving such law.
Based upon the foregoing, in our opinion, the Shares to be issued by the Trust
upon consummation of the Reorganization have been duly authorized for issuance
by the Trust, and upon issuance and delivery as described in the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Rogers & Wells LLP
