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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 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. 3 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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<S> <C> <C>
DELAWARE 6153 13-3571419
(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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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On December 24, 1997, the Securities and Exchange Commission declared
effective Post-Effective Amendment No. 2 to the Registration Statement on Form
SB-2 of Finantra Capital, Inc. (f/k/a Medley Credit Acceptance Corp.), a
Delaware corporation (the "Company"), 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.
In connection with the Offering, the Company sold 1,217,382 shares of
Common Stock (200,000 of which were sold for the account of the Affiliate) and
1,223,250 Warrants. The Company received cash and subscriptions for
approximately $6,893,000 of securities pursuant to the Offering. Of this
amount, approximately $5,659,000 represented subscriptions for securities
satisfied in cash, with the remaining approximate $1,234,000 in subscriptions
satisfied by the Company's issuance, out of shares of Common Stock registered
for sale in the Offering, of approximately 224,360 shares of Common Stock (the
"Conversion Shares"). Each Conversion Share was valued at $5.50 and issued to
satisfy $5.50 of then existing obligations owing by the Company to subscribers
in the Offering.
The Company has determined to terminate the Offering effective
September 22, 1998. Consequently, the Company is submitting this Post-Effective
Amendment No. 3 pursuant to the requirements of the Securities Act of 1933, as
amended, in order to deregister 382,618 shares of Common Stock and 376,750
Warrants previously registered pursuant to the Registration Statement but not
sold in the Offering.
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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 23rd 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 23, 1998
President, Treasurer
and Secretary
(Principal Executive, Financial
and Accounting Officer)
/s/ Arthur J. Press
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Arthur J. Press Director September 23, 1998
/s/ Maynard Hellman
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Maynard Hellman Director September 23, 1998
/s/ Evaldo F. Dupuy Director September 23, 1998
- --------------------------------------
Evaldo F. Dupuy
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