<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 1997.
Registration No. 333-19401
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
FROST HANNA CAPITAL GROUP, INC.
-----------------
(Exact name of registrant as specified in its charter)
Florida 6799 65-0701248
------- ---- ----------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
Frost Hanna Capital Group, Inc.
327 Plaza Real, Suite 319
Boca Raton, Florida 33432
Telephone (561) 367-1079
-----------------
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
Mark J. Hanna
President
Frost Hanna Capital Group, Inc.
327 Plaza Real, Suite 319
Boca Raton, Florida 33432
Telephone (561) 367-1079
-----------------
(Name, address, including Zip Code,
and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
Teddy D. Klinghoffer, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street
Suite 2200
Miami, Florida 33130
(305) 789-3200
================================================================================
<PAGE> 2
Frost Hanna Capital Group, Inc., a Florida corporation (the
"Registrant"), hereby requests the withdrawal from registration of the
1,700,000 shares (the "Shares") of the Registrant's Common Stock, par value
$.0001 per share (the "Common Stock"), being offered pursuant to this
Registration Statement. The Registrant initially registered the Shares in
connection with its proposed initial public offering of its Common Stock. The
offering was terminated on April 9, 1997, after the Registration Statement was
declared effective but prior to any of the Shares being offered or sold. The
offering was terminated as a result of the Representative's discontinuance of
its operations.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Boca Raton, State of Florida, on June 26, 1997.
FROST HANNA CAPITAL GROUP, INC.
By: /s/ Richard B. Frost
-----------------------------------------
Richard B. Frost, Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacity and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Richard B. Frost Chief Executive Officer, June 26, 1997
- ------------------------ Chairman of the Board
Richard B. Frost
* President, Director June 26, 1997
- ------------------------
Mark J. Hanna
* Vice President, Treasurer June 26, 1997
- ------------------------ Principal Financial Officer,
Marshal E. Rosenberg, Ph.D. Director
* Vice President, Secretary, June 26, 1997
- ------------------------ Director
Donald H. Baxter
* By:/s/ Richard B. Frost
------------------------
Attorney-In-Fact pursuant to
Power of Attorney
