As filed with the Securities and Exchange Commission on August 24, 1999
Registration No. 333-64931
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EVERCEL, INC.
(Exact name of small business issuer as specified in its charter)
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Delaware 3691 06-1528142
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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2 Lee Mac Avenue
Danbury, Connecticut 06810
(203) 825-3900
(Address and Telephone Number of Principal Executive Offices)
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2 Lee Mac Avenue
Danbury, Connecticut 06810
(203) 825-3900
(Address of principal place of business or intended principal place of business)
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Jerry D. Leitman
Chairman
Evercel, Inc.
2 Lee Mac Avenue
Danbury, Connecticut 06810
(203) 825-3900
(Name, address and telephone number of Agent for Service)
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Copies to:
Philip J. Flink, Esquire Merrill Kraines, Esquire
Brown, Rudnick, Freed & Gesmer Fulbright & Jaworski L.L.P.
One Financial Center 666 Fifth Avenue - 31st Floor
Boston, Massachusetts 02111 New York, New York 10103
(617) 856-8200 (212) 318-3000
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Approximate Date of Commencement of Proposed Sale to the Public: Not
Applicable
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of 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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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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EXPLANATORY NOTE
A total of 1,697,350 shares of Common Stock, $.01 par value (the
"Common Stock") of Evercel, Inc., a Delaware corporation (the "Company") and
1,489,000 transferable subscription rights to subscribe for and purchase
additional shares of the Company's common Stock ("Rights") were registered under
the Securities Act of 1933, as amended, by the filing of a Registration
Statement on Form SB-2 (File No. 333-64931) (as amended, the "Registration
Statement"). The Registration Statement was declared effective on February 19,
1999.
To date, 1,389,115 Rights have been granted and 1,388,856 shares of
Common Stock have been sold pursuant to the Registration Statement. The Company
does not anticipate any further offering or sale pursuant to the Registration
Statement. Therefore, pursuant to an undertaking contained in Item 28 of the
Registration Statement, the Company hereby seeks to deregister a total of
308,494 shares of the Common Stock and 99,885 Rights.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and Rule 478
promulgated thereunder, the Registrant certifies that it has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 333-64931 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Danbury, State of Connecticut on August 24, 1999.
EVERCEL, INC.
By: /S/ Jerry D. Leitman
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Jerry D. Leitman
Chairman of the Board
