<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2000
REGISTRATION NO. 333-94095
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
ON
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
---------------------
FINANTRA CAPITAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3571419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
150 SOUTH PINE ISLAND ROAD
SUITE 500
PLANTATION, FLORIDA 33324
(954) 577-9225
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
ROBERT D. PRESS
150 SOUTH PINE ISLAND ROAD
SUITE 500
PLANTATION, FLORIDA 33324
(954) 577-9225
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
---------------------
COPIES OF ALL COMMUNICATIONS TO:
MAYNARD J. HELLMAN
C/O FINANTRA CAPITAL, INC.
150 SOUTH PINE ISLAND ROAD
SUITE 500
PLANTATION, FLORIDA 33324
TELEPHONE: (954) 577-9225
FACSIMILE NO.: (954) 577-9832
---------------------
This Post-Effective Amendment No. 1 is being filed to amend the
Registration Statement on Form SB-2, as amended on Form S-3 (No. 333-94095),
originally filed with the Securities and Exchange Commission on January 4, 2000
(the "Registration Statement"), pursuant to which Finantra Capital, Inc., a
Delaware corporation (the "Registrant"), registered an aggregate of 10,434,976
shares of its common stock, $.01 par value per share (the "Common Stock"), on
behalf of the selling stockholders named therein (the "Selling Stockholders").
The Securities and Exchange Commission declared the Registration Statement
effective on June 9, 2000.
Included within the shares of Common Stock registered for sale on behalf
of the Selling Stockholders under the Registration Statement was a maximum of
2,304,886 shares of Common Stock issuable to certain Selling Stockholders upon
their conversion into shares of Common Stock of shares of the Registrant's
Series C 6% Convertible Preferred Stock (the "Series C Preferred Stock"). During
July 2000, the Registrant redeemed one-half of its issued and outstanding shares
of Series C Preferred Stock and agreed to redeem, by October 15, 2000, the
remaining issued and outstanding shares of its Series C Preferred Stock.
Accordingly, this Post-Effective Amendment No. 1 is being filed to de-register
the remaining 2,131,826 maximum number of shares of Common Stock that, but for
the aforementioned redemption by the Registrant, would have been issuable to the
holders of shares of Series C Preferred Stock upon their conversion of their
remaining shares of Series C Preferred Stock into shares of Common Stock. As
such, the Prospectus of the Registrant included as Part I to the Registration
Statement, as amended by this Post-Effective Amendment No. 1, now covers only
8,303,150 shares of Common Stock registered for sale by the Selling
Stockholders.
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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 this Post-Effective Amendment No. 1 to
Registration Statement on Form SB-2 on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plantation, State of Florida, on August 9,
2000.
FINANTRA CAPITAL, INC.
By: /s/ ROBERT D. PRESS
------------------------------------
Robert D. Press
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT D. PRESS Chairman of the Board of August 9, 2000
----------------------------------------------------- Directors
Robert D. Press and Chief Executive Officer
/s/ CHARLES LITT President and Director August 9, 2000
-----------------------------------------------------
Charles Litt
/s/ MAYNARD HELLMAN Director and General Counsel August 9, 2000
-----------------------------------------------------
Maynard Hellman
/s/ ARTHUR J. PRESS Director August 9, 2000
-----------------------------------------------------
Arthur J. Press
/s/ EVALDO F. DUPUY Director August 9, 2000
-----------------------------------------------------
Evaldo F. Dupuy
/s/ THOMAS W. DWYER Director August 9, 2000
-----------------------------------------------------
Thomas W. Dwyer
/s/ ALYCE B. SCHREIBER Executive Vice President, August 9, 2000
----------------------------------------------------- Secretary and Director
Alyce B. Schreiber
/s/ STEVE BEITLER Director August 9, 2000
-----------------------------------------------------
Steve Beitler
/s/ VERN E. LANDECK Chief Financial Officer August 9, 2000
-----------------------------------------------------
Vern E. Landeck
</TABLE>
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