As filed with the Securities and Exchange Commission on
March 18, 1999 Registration No. 333-48419
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
CHAPMAN HOLDINGS, INC.
(Name of Small Business Issuer in its Charter)
Maryland 6719 52-2069777
(State or (Primary (IRS Employer
Other Standard Identificatio
Jurisdiction Industrial n No.)
of Classification
Incorporation Code Number)
or
Organization)
401 East Pratt
Street
28th Floor
Baltimore,
Maryland
21202
(410) 625-9656
(Address and Telephone Number of Principal Executive Office)
___________________
Nathan A. Chapman, Jr., Chairman
Chapman Holdings, Inc.
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(410) 625-9656
(Name, Address and Telephone Number of Agent for Service)
__________________
Copy to:
'
Elizabeth R. Hughes, Esq.
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410) 244-7608
__________________
Approximate date of proposed sale to the public: Ongoing.
If any of the securities being registered on this form is to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following
box. [ X ]
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 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. [ ]
THIS REGISTRATION STATEMENT RELATES TO THE REGISTRATION OF
AN INDEFINITE NUMBER OF SHARES SOLELY FOR MARKET-MAKING
TRANSACTIONS. PURSUANT TO RULE 429, THIS REGISTRATION
STATEMENT RELATES TO SHARES PREVIOUSLY REGISTERED ON FORM SB-
2 (FILE NO. 333-43487).
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this
Registration Statement:
EXHIBIT
NO.
DESCRIPTION
1.1 Underwriting Agreement between the Company and The
Chapman Co. 2/
1.2 Qualified Independent Underwriter Agreement between the
Company and Ferris Baker Watts, Incorporated. 2/
1.3 Escrow Agreement between the Company and UMB Bank, N.A.
2/
3.1 Articles of Incorporation of the Company. 1/
3.2 By-laws of the Company. 1/
3.3 Amendment 1 to Bylaws 4/
34 Form of Common Stock Certificate. 1/
5. Opinion of Venable, Baetjer and Howard, LLP 2/
10.1 $106,922.68 Promissory Note to The Chapman Co. from
Nathan A. Chapman, Jr. dated December 31, 1996. 1/
10.2 Chapman Holdings, Inc. 1998 Omnibus Stock Plan. 1/
10.3 Fully Disclosed Clearing Agreement between RPR Clearing
Services and The Chapman Co. dated April 1, 1993, as
amended June 16, 1993 and February 4, 1997. 1/
10.4 [Reserved]
10.5 Placement Agency Agreement between DEM, Inc. and The
Chapman Co. dated May 30, 1997 1/
10.6 Distribution Agreement between The Chapman Co. and
The Chapman Funds, Inc. on behalf of The Chapman U.S.
Treasury Money Fund and The Chapman Institutional Cash
Management Fund dated April 30, 1997. 1/
10.7 Distribution Agreement between The Chapman Co. and
The Chapman Funds, Inc. on behalf of the DEM Equity
Fund dated October 28, 1997. 1/
10.8 Equipment Lease Agreement between The Chapman Co. and
Chapman Limited Partnership I dated October 1, 1993. 1/
10.9 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997. 1/
10.10 Trademark Assignment from The Chapman Co. to
Nathan A. Chapman, Jr. dated December 24, 1997. 1/
10.11 License Agreement between The Chapman Co. and
Nathan A. Chapman, Jr dated December 26, 1997. 1/
10.12 $763,367 Promissory Note to The Chapman Co. from
Chapman Capital Management, Inc. dated December 28,
1997. 2/
10.13 Lock-up Agreement between the Company and Nathan
A. Chapman, Jr. dated December 28, 1997. 2/
10.14 $176,250 Promissory Note to The Chapman Co. from
Nathan A. Chapman, Jr. dated February 11, 1998. 2/
10.15 $285,587 Promissory Note to the Company from
Nathan A. Chapman, Jr. dated March 11, 1998. 3/
10.16 $100,000 Promissory Note to The Chapman Co. from
Nathan A. Chapman, Jr. dated May 1, 1998. 3/
10.17 $51,690 Promissory Note to the Company from Nathan
A. Chapman, Jr. dated December 31, 1998. 4/
21 Subsidiaries of the Company. 4/
23.1 Consent of Arthur Andersen LLP 4/
23.2 Consent of Venable, Baetjer and Howard, LLP (included
in Exhibit 5)
24 Power of Attorney. 4/
1/ Incorporated by reference to the Company's Registration
Statement on Form SB-2 (File No. 333-43487) as filed with
the Securities and Exchange Commission on December 30, 1997.
2/ Incorporated by reference to Pre-Effective Amendment 1
to the Company's Registration Statement on Form SB-2 (File
No. 333-43487) as filed with the Securities and Exchange
Commission on February 17, 1998.
3/ Incorporated by reference to the Company's Quarterly
Report on Form 10-QSB (File No. 0-23587) as filed with the
Securities and Exchange Commission on November 16, 1998.
4/ Filed herewith.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form SB-2 and authorized this Post-Effective
Amendment 1 to the Registration Statement to be signed on
its behalf by the undersigned, in the city of Baltimore,
state of Maryland, on March 18, 1999.
CHAPMAN HOLDINGS, INC.
By: /S/ NATHAN A. CHAPMAN,
JR.
Nathan A. Chapman, Jr.
President and Chairman
of the Board
In accordance with the requirements of the Securities Act of
1933, this Post-Effective Amendment 1 to the Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title and Capacity Date
March 18,
/S/ NATHAN A. CHAPMAN, JR. President and 1999
Nathan A. Chapman, Jr. Chairman of the
Board (Principal
Executive Officer)
March 18,
/S/ M. LYNN BALLARD Treasurer 1999
M. Lynn Ballard (Principal
Financial Officer
and Principal
Accounting
Officer)
The Entire Board of
Directors
Nathan A. Chapman, Jr.
Donald V. Watkins
Earl U. Bravo
Lottie H. Shackelford
March 18,
1999
By: /S/ NATHAN A. CHAPMAN,
JR.
Nathan A. Chapman,
Jr.
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
3.3 Amended By-laws of the Company.
10.17 $51,690 Promissory Note to the
Company from Nathan A. Chapman,
Jr. dated December 31, 1998.
21 Subsidiaries of the Company.
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney.
BA3DOCS1\0109047.02
Chapman Holdings, Inc.
Amendment to By-laws
January 27, 1999
RESOLVED, that the Board of Directors hereby
declares advisable and approves an amendment to
the Bylaws of the Corporation changing the first
sentence of Section 1 of Article I to read: "The
annual meeting of the stockholders of the
Corporation shall be held on such date within the
month of May as may be fixed from time to time by
the Board of Directors."
March 10, 1999
RESOLVED, that the Board of Directors hereby
declares advisable and approves an amendment to
the Bylaws of the Corporation adding Article I
Sections 12 and 13 as follows:
Section 12. Advance Notice of Matters to be
Presented at an Annual Meeting of Stockholders.
At an annual meeting of the
stockholders, only such business shall be
conducted as shall have been properly brought
before the meeting as set forth below. To be
properly brought before an annual meeting, such
business must (1) be specified in the notice of
the meeting (or any supplement thereto) given by
the Corporation pursuant to Section 1 of Article
IX of these bylaws, or (2) be brought before the
meeting by or under the direction of the Board of
Directors (or the Chairman of the Board or the
President), or (3) be properly brought before the
meeting by a stockholder. In addition to any
other applicable requirements, for business to be
properly brought before an annual meeting by a
stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary.
To be timely, such stockholder's notice must be
delivered to or mailed and received by the
Secretary at the principal executive offices of
the Corporation not earlier than the close of
business on the 120th day and not later than the
close of business on the 90th day prior to the
date of the annual meeting; provided, however,
that in the event that during the prior year the
Corporation did not hold an annual meeting, or if
the date of the annual meeting has changed more
than 30 days from the first anniversary of the
prior year's annual meeting (other than as a
result of adjournment), than such stockholder's
notice must be delivered to or mailed and received
by the Secretary at the principal executive
offices of the Corporation not earlier than the
close of business on the 120th day prior to such
annual meeting and not later than the close of
business on the later of the 90th day prior to
such annual meeting or the 10th day following the
day on which public announcement of the date of
such annual meeting is first made. For purposes
of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable
national news service or in a document publicly
filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or
15(d) of the Securities Exchange Act of 1934, as
amended. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a
brief description of the business desired to be
brought before the annual meeting and the reasons
for conducting such business at the annual
meeting, (ii) the name and address of the
stockholder proposing such business, (iii) the
class and number of shares of the Corporation
which are beneficially owned by the stockholder,
and (iv) any material interest of the stockholder
in such business.
Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at
the annual meeting except in accordance with the
procedures set forth in this Section 12.
The Chairman of the meeting shall have
the authority, if the facts warrant, to determine
that business was not properly brought before the
meeting in accordance with the provisions of this
Section 12, and if he should so determine, he
shall so declare to the meeting and any such
business not properly brought before the meeting
shall not be transacted.
Section 13. Advance Notice of Nominees for
Directors.
Only persons who are nominated in
accordance with the following procedures shall be
eligible for election as directors at any meeting
of stockholders. Nominations of persons for
election to the Board of Directors of the
Corporation may be made at an annual meeting of
stockholders or at a special meeting of
stockholders as to which the notice of meeting
provides for election of directors, by or under
the direction of the Board of Directors, or by any
nominating committee or person appointed by the
Board of Directors, or by any stockholder of the
Corporation entitled to vote for the election of
directors at the meeting who complies with the
notice procedures set forth in this Section 13.
Such nominations, other than those made by or
under the direction of the Board of Directors or
by any nominating committee or person appointed by
the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary. In the
event that such stockholder's notice pertains to
an annual meeting of stockholders, to be timely,
such stockholder's notice must be delivered to or
mailed and received by the Secretary at the
principal executive offices of the Corporation not
earlier than the close of business on the 120th
day and not later than the close of business on
the 90th day prior to the date of the annual
meeting; provided, however, that in the event that
during the prior year the Corporation did not hold
an annual meeting, or if the date of the annual
meeting has changed more than 30 days from the
first anniversary of the prior year's annual
meeting (other than as a result of adjournment),
than such stockholder's notice must be delivered
to or mailed and received by the Secretary at the
principal executive offices of the Corporation not
earlier than the close of business on the 120th
day prior to such annual meeting and not later
than the close of business on the later of the
90th day prior to such annual meeting or the 10th
day following the day on which public announcement
of the date of such annual meeting is first made.
In the event that such stockholder's notice
pertains to a special meeting of stockholders, to
be timely, such stockholder's notice must be
delivered to or mailed and received by the
Secretary at the principal executive offices of
the Corporation not later than the close of
business on the later of the 90th day prior to
such special meeting or the 10th day following the
day on which public announcement of the date of
such special meeting is first made. For purposes
of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable
national news service or in a document publicly
filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or
15(d) of the Securities Exchange Act of 1934, as
amended. Such stockholder's notice shall set
forth: (a) as to each person whom the stockholder
proposes to nominate for election as a director,
(i) the name, age, business address and residence
address of the person, (ii) the principal
occupation or employment of the person, (iii) the
class and number of shares of stock of the
Corporation which are beneficially owned by the
person, and (iv) any other information relating to
the person that is required to be disclosed in
solicitations for proxies for election of
directors pursuant to the rules and regulations
under the Securities Exchange Act of 1934; and (b)
as to the stockholder giving the notice, (i) the
name and address of the stockholder and (ii) the
class and number of shares of the Corporation
which are beneficially owned by the stockholder.
The Corporation may require any proposed nominee
to furnish such other information as may
reasonably be required by the Corporation to
determine the eligibility of such proposed nominee
to serve as a director of the Corporation. No
person shall be eligible for election as a
director of the Corporation unless nominated in
accordance with the procedures set forth herein.
The Chairman of the meeting shall have
the authority, if the facts warrant, to determine
that a nomination was not made in accordance with
the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
Exhibit 10.17
PROMISSORY NOTE
$51,690.56
BALTIMORE, MARYLAND
as of December
31, 1998
WITHIN THREE YEARS, the undersigned promises to pay to
the order of Chapman Holdings, Inc., Fifty-one thousand
six hundred ninety dollars and fifty-six cents
($51,690.56), at its offices in Baltimore, Maryland,
together with interest thereon from the date hereof
until paid at the rate of 4.33% per annum.
Nathan A. Chapman, Jr.
BAODOCS1/68789
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The Chapman Co., a Maryland corporation
Charles A. Bell & Co., Inc., a California corporation
Charles A. Bell Securities Corp., a California corporation
Charles A. Bell Asset Management Corp., a California
corporation
BA3DOCS1/109535
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report and to all references to our firm included
in or made a part of this registration statement.
/S/ ARTHUR ANDERSEN LLP
Baltimore, Maryland
March 18, 1999
CHAPMAN HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
Director(s) and Executive Officers of CHAPMAN HOLDINGS,
INC., a Maryland corporation, hereby constitute and appoint
NATHAN A. CHAPMAN, JR., and EARL U. BRAVO, SR. and either of
them, the true and lawful agents and attorney-in-fact of the
undersigned with full power and authority in either said
agent and attorney-in-fact, to sign for the undersigned and
in their respective names as Directors and Executive
Officers of Chapman Holdings, Inc., Post-Effecrive Amendment
No. 1 to the Registration Statement on Form SB-2, and any
and all further amendments to said Registration Statement,
hereby ratifying and confirming all acts taken by such agent
and attorney-in-fact, as herein authorized.
Dated as of: March 5, 1999
/S/ NATHAN A. CHAPMAN, JR. /S/ DONALD V. WATKINS
Nathan A. Chapman, Jr., President, Donald V. Watkins,
Director
Chairman of the Board and
Director (Principal Executive Officer)
/S/ EARL U. BRAVO, SR. /S/ LOTTIE H. SHACKELFORD
Earl U. Bravo, Sr., Director Lottie H.
Shackelford, Director
/S/ M. LYNN BALLARD
M. Lynn Ballard, Treasurer
(Principal Accounting and
Financial Officer)
