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As filed with the Securities and Exchange Commission on June 1, 2000
Registration No. 333-75861
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 3
to
FORM S-4
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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CENTERPRISE ADVISORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 8700 36-4272852
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
225 West Washington Street, 16th Floor
Chicago, Illinois 60606
(312) 578-9600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Robert C. Basten
President and Chief Executive Officer
225 West Washington Street, 16th Floor, Chicago, Illinois, 60606, (312) 578-9600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Howard S. Lanznar, Esq.
Marguerite M. Elias, Esq.
Katten Muchin Zavis
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
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INFORMATION REGARDING DEREGISTERING SHARES
This Post-Effective Amendment No. 3 to Registration Statement 333-75861 is
filed in accordance with the undertakings of Centerprise Advisors, Inc.
contained in Item 22 to the Registration Statement. The purpose of this Post-
Effective Amendment No. 3 is to deregister the 12,488,981 shares of Centerprise
common stock, $.01 par value, registered pursuant to the Registration Statement.
Centerprise filed the Registration Statement in connection with its
proposed acquisition of ten founding companies. The acquisitions were to be
effected via mergers in which the owners of the founding companies would receive
cash and the shares of Centerprise common stock registered under the
Registration Statement. The proposed mergers were never consummated, however,
as they were conditioned upon the closing of the initial public offering of
Centerprise's common stock, which Centerprise was unable to complete. On
November 8, 1999, the initial public offering was terminated due to market
conditions. Accordingly, because of the failure of the initial public offering,
the proposed mergers never closed and all obligations of the parties under the
merger agreements terminated. No shares of common stock have been or will be
purchased by the founding company owners or issued by Centerprise under the
merger agreements or the Registration Statement. Accordingly, this Post-
Effective Amendment No. 3 is filed to deregister the 12,488,981 shares of common
stock registered pursuant to this Registration Statement.
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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. 3 to the Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 1st day of June,
2000.
Centerprise Advisors, Inc.
By: /s/ Robert C. Basten
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Robert C. Basten
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 3 to the Registration Statement has been signed below by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert C. Basten Chairman of the Board, President June 1, 2000
--------------------------------------- and Chief Executive Officer
Robert C. Basten
* Vice President and Chief June 1, 2000
--------------------------------------- Financial Officer
Dennis W. Bikun
* Director June 1, 2000
---------------------------------------
Scott H. Lang
*By: /s/ Robert C. Basten June 1, 2000
---------------------------------
Robert C. Basten
</TABLE>
