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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1998
Registration No. 333-24937
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FINANTRA CAPITAL, INC.
(Name of Small Business Issuer in Its Charter)
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DELAWARE 6153 13-3571419
<S> <C> <C>
(State Or Jurisdiction (Primary Standard Industrial Classification (I.R.S. Employer
of Incorporation or Organization) Code Number) Identification No.)
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1100 PONCE DE LEON BOULEVARD
CORAL GABLES, FL 33134
(305) 443-5002
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
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ROBERT D. PRESS
PRESIDENT AND CHAIRMAN OF THE BOARD
FINANTRA CAPITAL, INC.
1100 PONCE DE LEON BOULEVARD
CORAL GABLES, FL 33134
(305) 443-5002
(Name, Address and Telephone Number of Agent For Service)
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COPY TO:
ALAN S. GOLDSTEIN, ESQ.
WINICK & RICH, P.C.
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 935-9360
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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 filed 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. |_|
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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On September 29, 1998, Finantra Capital, Inc. (f/k/a Medley Credit
Acceptance Corp.), a Delaware corporation (the "Company"), filed Post-Effective
Amendment No. 3 ("Post-Effective Amendment No. 3") to its Registration
Statement on Form SB-2, Registration No. 333-24937 (the "Registration
Statement"). This Registration Statement related to the "best efforts, all or
nothing" offering (the "Offering") by the Company of a minimum of 1,200,000
shares of Common Stock, $.01 par value per share (the "Common Stock"), and
redeemable warrants (the "Warrants") to purchase a minimum of 1,200,000 shares
of Common Stock, and a maximum of 1,600,000 shares of Common Stock and Warrants
to purchase 1,600,000 shares of Common Stock. Pursuant to the Offering, shares
of Common Stock were offered and sold for $5.50 per share and Warrants were
offered and sold for $.15 per Warrant. With the exception of 200,000 shares of
Common Stock offered and sold by one of the Company's principal stockholders
(the "Affiliate"), all Common Stock and Warrants offered and sold pursuant to
the Offering was for the account of the Company.
Post-Effective Amendment No. 3 was filed for the purpose of terminating
the Offering effective September 22, 1998. It has come to the Company's
attention that Post-Effective Amendment No. 3 reported incorrectly that an
aggregate of 1,217,382 shares of Common Stock (200,000 of which were sold for
the account of the Affiliate) and 1,223,250 Warrants were sold by the Company
pursuant to the Offering and that the remaining 382,618 shares of Common Stock
and 376,750 Warrants previously registered pursuant to the Registration
Statement were being deregistered. In fact, an aggregate of 1,235,135 shares of
Common Stock (200,000 of which were sold for the account of the Affiliate) and
all 1,600,000 Warrants offered by the Company pursuant to the Offering were
sold in the Offering. Consequently, the Company received cash and subscriptions
for approximately $7,047,100 of securities pursuant to the Offering rather than
$6,893,000 as previously reported, and only 364,865 shares of Common Stock and
no Warrants originally registered pursuant to the Registration Statement remain
unsold. Consequently, only 364,865 shares of Common Stock and no Warrants are
being deregistered by the Company.
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SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized
this Post-Effective Amendment to Registration Statement to be signed on its
behalf by the undersigned, in the City of Coral Gables, State of Florida, on
this 29th day of September, 1998.
FINANTRA CAPITAL, INC.
/s/ Robert D. Press
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Robert D. Press
Chairman of the Board, Treasurer and
Secretary
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement was signed by the following
persons in the capacities and on the dates stated.
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Signatures Title Date
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/s/ Robert D. Press
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Robert D. Press Chairman of the Board September 29, 1998
President, Treasurer
and Secretary
(Principal Executive, Financial
and Accounting Officer)
/s/ Arthur J. Press
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Arthur J. Press Director September 29, 1998
/s/ Maynard Hellman
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Maynard Hellman Director September 29, 1998
/s/ Evaldo F. Dupuy
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Evaldo F. Dupuy Director September 29, 1998
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