<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
REGISTRATION NO. 333-37989
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
LECG, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA 8742 94-3063119
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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------------
2000 POWELL STREET
EMERYVILLE, CALIFORNIA 94608
(510) 653-9800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------
THOMAS M. JORDE
PRESIDENT
LECG, INC.
2000 POWELL STREET
EMERYVILLE, CALIFORNIA 94608
(510) 653-9800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES TO:
MICHAEL J. DANAHER HERBERT S. WANDER
SELIM DAY KATTEN MUCHIN & ZAVIS
WILSON SONSINI GOODRICH & ROSATI, 525 WEST MONROE STREET, SUITE 1600
PROFESSIONAL CORPORATION CHICAGO, ILLINOIS 60661
650 PAGE MILL ROAD (312) 902-5200
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. [_]
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. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
NO EXHIBITS ARE FILED WITH THIS POST-EFFECTIVE AMENDMENT.
===============================================================================
<PAGE>
The Registrant registered an aggregate of 5,750,000 shares of its Common
Stock (the "Registered Shares") pursuant to a Registration Statement on Form
S-1 (File No. 333-37989) filed with the Securities and Exchange Commission on
October 16, 1997. The Registered Shares included 5,000,000 shares to be sold
in the Registrant's initial public offering (the "Offering") and 750,000
shares to be sold pursuant to the over-allotment option granted to the
underwriters. On December 18, 1997, the Registrant filed Post-Effective
Amendment No. 1 to decrease the number of shares sold in the Offering from
5,000,000 to 4,500,000. The Offering was terminated on January 17, 1998, at
which time an aggregate of 4,500,000 shares (the "Sold Shares") had been sold
in the Offering and no shares were sold pursuant to the underwriters' over-
allotment option. Accordingly, the Registrant hereby withdraws from
registration under this Registration Statement on Form S-1 the 1,250,000
shares of its Common Stock (the "Remaining Shares") representing the excess of
the Registered Shares over the Sold Shares.
This Post-Effective Amendment is being filed for the sole purpose of
deregistering the Remaining Shares. No changes are being made to the
Prospectus or to Part II of the Registration Statement.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO REGISTRATION STATEMENT ON FORM S-1 TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF EMERYVILLE, STATE OF CALIFORNIA, ON THIS 20TH DAY OF FEBRUARY 1998.
LECG, INC.
By: /s/ Thomas M. Jorde
----------------------------------
NAME: THOMAS M. JORDE
TITLE: PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the February 20, 1998
- ------------------------------------ Board of Directors
DAVID J. TEECE
/s/ Thomas M. Jorde President February 20, 1998
- ------------------------------------ (Principal
THOMAS M. JORDE Executive Officer)
/s/ Kimberly D. Gilmour Chief Financial February 20, 1998
- ------------------------------------ Officer (Principal
KIMBERLY D. GILMOUR Financial and
Accounting
Officer)
* Director February 20, 1998
- ------------------------------------
RICHARD J. GILBERT
* Director February 20, 1998
- ------------------------------------
ROBERT G. HARRIS
* Director February 20, 1998
- ------------------------------------
GORDON C. RAUSSER
* Director February 20, 1998
- ------------------------------------
MARIO M. ROSATI
Director
- ------------------------------------
WILLIAM J. SPENCER
</TABLE>
*By: /s/ Kimberly D. Gilmour
---------------------------------
KIMBERLY D. GILMOUR,
ATTORNEY-IN-FACT
II-2
