<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1998
Registration No. 333-51055
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________________
SCHEID VINEYARDS INC.
(Name of small business issuer in its charter)
Delaware 0172 77-0461833
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
______________________________
13470 Washington Blvd.
Marina del Rey, California 90292
(310) 301-1555
(Address and telephone number of principal executive offices
and principal place of business)
______________________________
Alfred G. Scheid
Chairman and Chief Executive Officer
Scheid Vineyards Inc.
13470 Washington Blvd.
Marina del Rey, California 90292
(310) 301-1555
(Name, address and telephone number of agent for service)
______________________________
Copies to:
Gordon R. Kanofsky, Esq. Brian W. Copple, Esq.
Deborah L. Gunny, Esq. Monica J. Burick, Esq.
Sanders, Barnet, Goldman, Simons & Mosk, Gibson, Dunn & Crutcher LLP
A Professional Corporation Jamboree Center
1901 Avenue of the Stars, Suite 850 4 Park Plaza
Los Angeles, California 90067 Irvine, California 92614-8557
(310) 553-8011 (714) 451-3800
______________________________
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Pursuant to a Termination Agreement dated as of June 17, 1998, the
Selling Stockholders (other than Alfred G. Scheid individually and as Trustee
of the Alfred G. Scheid Revocable Trust dated October 8, 1992) and Cruttenden
Roth Incorporated as representative of the several Underwriters agreed (1) to
terminate the option to purchase up to 150,000 shares of the Class A Common
Stock which had been granted by such Selling Stockholders to the Underwriters
to cover overallotments, if any, and (2) to remove such shares from
registration with the Securities and Exchange Commission.
The Selling Stockholders (other than Alfred G. Scheid individually or as
Trustee of the Alfred G. Scheid Revocable Trust dated October 8, 1992) hereby
remove from registration the 150,000 shares of Class A Common Stock covered
by the overallotment option.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has authorized this Post-Effective Amendment No.
1 to be signed on its behalf by the undersigned, in the City of Los Angeles,
State of California, on June 18, 1998.
SCHEID VINEYARDS INC.
By:/s/ALFRED G. SCHEID
----------------------------------------
Alfred G. Scheid
CHIEF EXECUTIVE OFFICER
PRINCIPAL EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 was signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ALFRED G. SCHEID Chairman of the Board and Chief June 17, 1998
- ------------------------ Executive Officer (Principal
Alfred G. Scheid Executive Officer)
/s/HEIDI M. SCHEID Vice President Finance, Chief June 17, 1998
- ------------------------ Financial Officer, Treasurer and Director
Heidi M. Scheid (Principal Financial and Accounting
Officer
/s/SCOTT D. SCHEID Vice President, Chief Operating June 17, 1998
- ------------------------ Officer and Director
Scott D. Scheid
/s/JOHN L. CRARY Director June 17, 1998
- ------------------------
John L. Crary
/s/ROBERT P. HARTZELL Director June 17, 1998
- ------------------------
Robert P. Hartzell
</TABLE>
