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REGISTRATION NO. 333-57323
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYGNET FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 6141 86-0917503
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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2525 EAST CAMELBACK ROAD, SUITE 1150
PHOENIX, ARIZONA 85016
(602) 852-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEVEN P. JOHNSON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CYGNET FINANCIAL CORPORATION
2525 EAST CAMELBACK ROAD, SUITE 1150
PHOENIX, ARIZONA 85016
(602) 852-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
STEVEN D. PIDGEON, ESQ.
RICHARD B. STAGG, ESQ.
ROSARIO A. RODRIGUEZ, ESQ.
SNELL & WILMER L.L.P.
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-0001
(602) 382-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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. [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 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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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT AGGREGATE OFFERING PRICE REGISTRATION FEE
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Rights...................................... 4,750,000 $0.00(1) $0.00(1)
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Common Stock, $.001 par value............... 5,678,572(2) $39,750,004 $11,726(3)
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Total............................. $39,750,004 $11,726(3)
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(1) Pursuant to Rule 457(g), no registration fee is payable because a fee was
paid for registration of the shares of Common Stock offered pursuant to the
Rights.
(2) Included 714,286 shares of Common Stock that could have been purchased by
Ernest C. Garcia, II pursuant to an additional purchase right and 214,286
shares of Common Stock that could have been purchased by certain directors
and officers of the registrant pursuant to a D&O purchase right.
(3) Previously paid.
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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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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Cygnet Financial Corporation (the "Registrant"), hereby deregisters the
total number of shares of the Registrant's common stock, par value $.001 per
share (including any common stock rights associated with the Rights Offering (as
defined below) that were never issued and such common stock), registered
pursuant to the Registrant's Registration Statement on Form S-1 (No. 333-57323)
filed with the Securities and Exchange Commission (the "Commission") on or about
June 19, 1998 and declared effective by the Commission on August 4, 1998. Thus,
the Registrant deregisters all of the 5,678,572 shares of its common stock and
all of the 4,750,000 rights to purchase its common stock that have not already
been issued pursuant to the Rights Offering initially registered through the
Registration Statement.
This Registration Statement related to the plan to separate Ugly Duckling
Corporation ("UDC") into two publicly traded companies, with one being the
Registrant (the "Split-up"). The Registration Statement provided for a rights
offering (the "Rights Offering"), which included, among other things, (a) the
distribution of transferable rights to holders of UDC common stock to subscribe
for shares of common stock of the Registrant, and (b) the sale of shares of
Registrant's common stock upon exercise of these rights.
The Right Offering and related common stock issuance to which the
Registration Statement pertained was terminated on or around September 21, 1998,
since the subscriptions pursuant to the rights were insufficient to allow
listing of the Registrant's common stock on the Nasdaq National Market and the
related Split-up relating to the Registrant could not be effected. This
Amendment, pursuant to the undertaking contained in the Registration Statement,
removes from registration all rights not previously issued and all of the
Registrant's common stock registered through the Registration Statement to
reflect the fact that no common stock was actually issued in connection with the
terminated Rights Offering and related Split-up. In the future, no common stock
of Cygnet will be issued pursuant to the Registration Statement. Cygnet's rights
were exercisable only for a limited period, which ended on September 21, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on October 23, 1998.
Cygnet Financial Corporation
By: /s/ ERNEST C. GARCIA, II
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Ernest C. Garcia, II
Chairman of the Board,
Chief Executive Officer, and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ernest C. Garcia, II and Steven P. Johnson, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Form
S-1 Registration Statement and to sign any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) of the
Securities Act, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, in full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he might
or could do in person hereby ratifying and confirming that all said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME AND SIGNATURE TITLE DATE
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/s/ ERNEST C. GARCIA, II Chairman of the Board, Chief October 23, 1998
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Ernest C. Garcia, II President (Principal executive
officer)
* Director October 23, 1998
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Robert J. Abrahams
* Director October 23, 1998
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Christopher D. Jennings
* Director October 23, 1998
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Gary L. Trujillo
* Director October 23, 1998
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Frank P. Willey
* Chief Financial Officer October 23, 1998
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Eric J. Splaver and principal accounting
officer)
By: /s/ ERNEST C. GARCIA, II
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*Ernest C. Garcia, II
(Attorney-in-fact)
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