<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2000
REGISTRATION NO. 333-90987
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ECHAPMAN.COM, INC.
(Name of Small Business Issuer in its Charter)
--------------------------
<TABLE>
<S> <C> <C>
MARYLAND 7375 52-2184621
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
--------------------------
401 EAST PRATT STREET
SUITE 2800
BALTIMORE, MARYLAND 21202
(410) 625-9656
(Address and Telephone Number of Principal Executive Office)
--------------------------
NATHAN A. CHAPMAN, JR., PRESIDENT
EChapman.com, Inc.
401 East Pratt Street
Suite 2800
Baltimore, Maryland 21202
(410) 625-9656
(Name, Address and Telephone Number of Agent for Service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
ELIZABETH R. HUGHES, ESQ. FRANK S. JONES, JR., ESQ.
LARA L. HJORTSBERG, ESQ. D. SCOTT FREED, ESQ.
MICHAEL W. CONRON, ESQ. Whiteford, Taylor & Preston L.L.P.
Venable, Baetjer and Howard, LLP Seven Saint Paul Street
1800 Mercantile Bank & Trust Building Baltimore, Maryland 21202-1626
Two Hopkins Plaza (410) 347-8707
Baltimore, Maryland 21201-2978
(410) 244-7608
</TABLE>
--------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this registration statement is effective.
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. / /
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. / /
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
that the Company may indemnify any director who was, is or is threatened to be
made a named defendant or respondent to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director of the Company,
or while a director, is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, against reasonable expenses (including attorneys' fees),
judgments, penalties, fines and settlements, actually incurred by the director
in connection with such action, suit or proceeding, unless it is established
that: (i) the act or omission of the director was material to the matter giving
rise to such action, suit or proceeding, and was committed in bad faith or was
the result of active and deliberate dishonesty; (ii) the director actually
received an improper personal benefit in money, property or services; or
(iii) in the case of any criminal proceeding, the director had reasonable cause
to believe that the act or omission was unlawful. If the action, suit or
proceeding was one by or in the right of the Company, no indemnification shall
be made with respect to any action, suit or proceeding in which the director
shall have been adjudged to be liable to the Company. A director also may not be
indemnified with respect to any action, suit or proceeding charging improper
personal benefit to the director, whether or not involving action in the
director's official capacity, in which the director is adjudged to be liable on
the basis that a personal benefit was improperly received. Unless limited by the
Company's Charter: (i) a court of appropriate jurisdiction, upon application of
a director, may order such indemnification as the court shall deem proper if it
determines that the director is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances, regardless of
whether the director has met the standards of conduct required by MGCL
Section 2-418; and (ii) the Company shall indemnify a director if such director
is successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above. However, with respect to any action, suit or
proceeding by or in the right of the Company or in which the director was
adjudged to be liable on the basis that a personal benefit was improperly
received, the Company may only indemnify the director for any expenses
(including attorneys' fees) incurred in connection with such action, suit or
proceeding.
MGCL Section 2-418 further provides that unless limited by the Company's
Charter, the Company: (i) shall (a) indemnify an officer of the Company if such
officer is successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, and (b) indemnify an officer of the Company if
a court of appropriate jurisdiction, upon application of an officer, shall order
indemnification; (ii) may indemnify and advance expenses to an officer, employee
or agent of the Company to the same extent that it may indemnify directors; and
(iii) may indemnify and advance expenses to an officer, employee or agent who is
not a director to such further extent, consistent with law, as may be provided
by the Charter, Bylaws, general or specific action of the Company's Board of
Directors or contract.
The Charter of the Company, provides that the Company shall indemnify its
currently acting and its former directors and officers against any and all
liabilities and expenses incurred in connection with their services in such
capacities to the maximum extent permitted by the MGCL, as from time to time
amended. If approved by the Board of Directors, the Company may indemnify its
employees, agents and persons who serve and have served, at its request as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture or other enterprise to the extent determined to be
appropriate by the Board of Directors. The Company shall advance expenses to its
directors and officers entitled to mandatory indemnification to the maximum
extent permitted by the MGCL and
II-1
<PAGE>
may in the discretion of the Board of Directors advance expenses to employees,
agents and others who may be granted indemnification.
The Company's Charter provides that, to the fullest extent permitted by the
MGCL, as amended or interpreted, no director or officer of the Company shall be
personally liable to the Company or its stockholders for monetary damages in
connection with events occurring at the time such person served as a director or
officer.
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the
registration statement and the Qualified Independent Underwriter Agreement filed
as Exhibit 1.2 to the registration statement, the Company has agreed to
indemnify the Underwriter and the QIU, respectively, and their directors,
officers and controlling persons against certain civil liabilities that may be
incurred in connection with this offering, including certain liabilities under
the Securities Act.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company estimates that expenses payable by it in connection with the
offering described in the registration statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 15,000
NASD filing fee............................................. 6,000
Nasdaq National Market System listing fee................... 95,000
Printing and engraving expenses............................. 750,000
Accounting fees and expenses................................ 400,000
Legal fees and expenses (including Blue Sky)................ 600,000
Directors and Officers Insurance............................ 500,000
Miscellaneous............................................... 134,000
----------
Total..................................................... $2,500,000
==========
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the following securities were issued by the
Company without registration under the Securities Act:
On November 12, 1999, in connection with the organization of the Company,
the Company issued one share of Common Stock, to Nathan A. Chapman, Jr. for $1.
This transaction was exempt from registration under the Securities Act under
Section 4(2) because it did not involve a public offering. Such transaction was
completed without an underwriter.
II-2
<PAGE>
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of the registration statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement between the Company and The
Chapman Co. (Filed as Exhibit 1.1 to Pre-Effective Amendment
No. 3 to the Company's Registration Statement on Form SB-2
(File No. 333-90987) as filed with the Securities and
Exchange Commission on May 22, 2000 and hereby incorporated
by reference)
1.2 Form of Qualified Independent Underwriter Agreement between
the Company and Ferris, Baker Watts, Incorporated (Filed as
Exhibit 1.2 to Pre-Effective Amendment No. 3 to the
Company's Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on May 22, 2000 and hereby incorporated by
reference)
1.3 Form of Master Agreement Among Underwriters among The
Chapman Co. and the several Underwriters (Filed as Exhibit
1.3 to Pre-Effective Amendment No. 2 to the Company's
Registration Statement on Form SB-2 (File No. 333-90987) as
filed with the Securities and Exchange Commission on
April 14, 2000 and hereby incorporated by reference)
3.1 Articles of Amendment and Restatement of the Company (Filed
as Exhibit 3.1 to Pre-Effective Amendment No. 3 to the
Company's Registration Statement on Form S-4 (File
No. 333-91251) as filed with the Securities and Exchange
Commission on March 30, 2000 and hereby incorporated by
reference)
3.2 Amended and Restated Bylaws of the Company (Filed as
Exhibit 3.2 to Pre-Effective Amendment No. 3 to the
Company's Registration Statement on Form S-4 (File
No. 333-91251) as filed with the Securities and Exchange
Commission on March 30, 2000 and hereby incorporated by
reference)
4 Form of common stock Certificate (Filed as Exhibit 4 to
Amendment No. 1 to Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on January 18, 2000 and hereby
incorporated by reference)
5 Opinion of Venable, Baetjer and Howard, LLP (Filed as
Exhibit 5 to Pre-Effective Amendment to the Company's
Registration Statement Form SB-2 (File No. 333-90987) as
filed with the Securities and Exchange Commission on
April 14, 2000 and hereby incorporated by reference)
10.1 EChapman.com, Inc. 1999 Omnibus Stock Plan (Filed as
Exhibit 10.1 to the Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
10.2 Service Mark License Agreement between the Company and
Nathan A. Chapman, Jr. dated November 12, 1999 (Filed as
Exhibit 10.2 to the Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on November 15, 1999 and hereby
incorporated by reference.)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
10.3 Agreement and Plan of Merger by and among the Company, CHI
Merger Subsidiary, Inc. and Chapman Holdings, Inc. dated
November 15, 1999 (Filed as Exhibit 10.3 to Amendment No. 1
to Company's Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.4 Agreement and Plan of Merger by and among the Company, CCMHI
Merger Subsidiary, Inc. and Chapman Capital Management, Inc.
dated November 15, 1999 (Filed as Exhibit 10.4 to Amendment
No. 1 to Company's Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.5 Agreement and Plan of Merger by and among the Company, CIH
Merger Subsidiary, Inc. and Chapman Insurance Holdings, Inc.
dated November 15, 1999 (Filed as Exhibit 10.5 to Amendment
No. 1 to Company's Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.6 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Holdings, Inc.) (Filed
as Exhibit 10.6 to the Company's Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference.)
10.7 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Capital Management
Holdings, Inc.) (Filed as Exhibit 10.7 to the Amendment
No. 1 to Company's Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.8 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Insurance Holdings,
Inc.) (Filed as Exhibit 10.8 to the Amendment No. 1 to
Company's Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.9 Fully Disclosed Clearing Agreement between the Pershing
Division, Donaldson, Lufkin & Jenrette Securities
Corporation and The Chapman Co. dated March 16, 1999 (Filed
as Exhibit 10.9 to the Company's Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Commission
on November 15, 1999 and hereby incorporated by reference.)
10.10 $106,922 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated December 31, 1996 (Filed as Exhibit 10.10
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.11 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 (Filed as Exhibit 5(A) to
Post-Effective Amendment No. 13 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on August 7, 1997 and hereby incorporated by
reference)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
10.12 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Equity Fund dated
October 28, 1997 (Filed as Exhibit 5(B) to Post-Effective
Amendment No. 15 to The Chapman Funds, Inc.'s Registration
Statement on Form N-1A (File No. 33-25716;811-5697) as filed
with the Securities and Exchange Commission on March 2, 1998
and hereby incorporated by reference)
10.13 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Index Fund dated
October 28, 1997 (Filed as Exhibit 5(C) to Post-Effective
Amendment No. 16 to The Chapman Funds, Inc.'s Registration
Statement on Form N-1A (File Nos. 33-25716;811-5697) as
filed with the Securities and Exchange Commission on May 29,
1998 and hereby incorporated by reference.)
10.14 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Fixed Income Fund
dated February 11, 1998 (Filed as Exhibit 5(D) to
Post-Effective Amendment No. 17 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on June 12, 1998 and hereby incorporated by
reference.)
10.15 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Multi-Manager
Equity Fund dated February 11, 1998 (Filed as Exhibit 5(E)
to Post-Effective Amendment No. 18 to The Chapman Fund,
Inc.'s Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on September 30, 1998 and hereby incorporated by
reference.)
10.16 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Multi-Manager Bond
Fund dated February 11, 1998 (Filed as Exhibit 5(F) to
Post-Effective Amendment No. 21 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on July 15, 1999 and hereby incorporated by
reference.)
10.17 Equipment Lease Agreement between The Chapman Co. and
Chapman Limited Partnership dated October 1, 1993 (Filed as
Exhibit 10.7 to Chapman Holdings, Inc.'s Registration
Statement on Form SB-2 (File No. 333-43487) as filed with
the Securities and Exchange Commission on December 30, 1997
and hereby incorporated by reference)
10.18 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997 (Filed as Exhibit 10.8
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.19 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997 (Filed as Exhibit 10.9
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 33343487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.20 License Agreement between The Chapman Co. and Nathan A.
Chapman, Jr. dated December 26, 1997 (Filed as Exhibit 10.10
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
10.21 $763,367 Promissory Note to The Chapman Co. from Chapman
Capital Management dated October 31, 1997 (Filed as Exhibit
10.11 to Pre-Effective Amendment No. 1 to Chapman Holdings,
Inc.'s Registration Statement on Form SB-2 (File No.
333-43487) as filed with the Securities and Exchange
Commission on February 17, 1998 and hereby incorporated by
reference)
10.22 $176,250 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated February 11, 1998 (Filed as Exhibit 10.13
to Pre-Effective Amendment No. 1 to Chapman Holdings, Inc.'s
Registration Statement on Form SB-2 (File No. 333-43487) as
filed with the Securities and Exchange Commission on
February 17, 1998 and hereby incorporated by reference)
10.23 $100,000 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated May 1, 1998 (Filed as Exhibit
10.1 to Chapman Holding's Quarterly Report on Form 10Q-SB
(File No. 0-23587) as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)
10.24 $285,587.34 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated March 11, 1998 (Filed as
Exhibit 10.2 to Chapman Holding, Inc.'s Quarterly Report on
Form 10Q-SB as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)
10.25 $51,690 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated December 31, 1998 (Filed as
Exhibit 10.17 to Post-Effective Amendment No. 2 to Chapman
Holdings, Inc.'s Registration Statement on Form SB-2 (File
No. 333-48419) as filed with the Securities and Exchange
Commission on March 18, 1999 and hereby incorporated by
reference)
10.26 Agreement between Chapman Holdings, Inc. and Chapman Capital
Management Holdings, Inc. as to Allocation of Shared
Expenses dated as of January 1, 1999 (Filed as Exhibit 10.1
to Chapman Holdings, Inc.'s Quarterly Report on Form 10Q-SB
(File No. 0-23587) as filed with the Securities and Exchange
Commission on May 17, 1999 and hereby incorporated by
reference)
10.27 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. 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 (Filed as Exhibit 5(A) to Post-Effective Amendment No.
13 to The Chapman Funds, Inc.'s Registration Statement on
Form N-1A (file Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on August 7, 1997 and
hereby incorporated by reference)
10.28 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Equity Fund dated October 28, 1997
(Filed as Exhibit 5(B) to Post-Effective Amendment No. 15 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (File No. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on March 2, 1998 and
hereby incorporated by reference)
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
10.29 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Index Fund dated October 28, 1997
(Filed as Exhibit 4(C) to Post-Effective Amendment No. 16 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on May 29, 1998 and
hereby incorporated by reference.)
10.30 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Fixed Income Fund dated February 11,
1998 (Filed as Exhibit 4(D) to Post-Effective Amendment No.
17 to The Chapman Funds, Inc.'s Registration Statement on
Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on June 12, 1998 and
hereby incorporated by reference.)
10.31 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Multi-Manager Equity Fund dated October
23, 1999 (Filed as Exhibit 4(E) to Post-Effective Amendment
No. 18 to The Chapman Funds, Inc.'s Registration Statement
on Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on September 30, 1998 and
hereby incorporated by reference.)
10.32 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and the Chapman Funds, Inc.
on behalf of the DEM Multi-Manager Bond Fund dated October
23, 1998 (Filed as Exhibit 4(F) to Post-Effective Amendment
No. 21 to The Chapman Funds, Inc.'s Registration Statement
on Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on July 15, 1999 and
hereby incorporated by reference.)
10.33 Advisory Agreement for Separate Account dated June 1, 1995
(Filed as Exhibit 10.5 to Amendment No. 2 to Chapman Capital
Management Holdings, Inc.'s Registration Statement on From
SB-2 (File No. 333-51883) as filed with the Securities and
Exchange Commission on June 22, 1998 and hereby incorporated
by reference)
10.34 Agreement & Declaration of Trust between Chapman Capital
Management, Inc. and Bankers Trust Company dated November 1,
1996 (Filed as Exhibit 10.6 to Chapman Capital Management
Holding's Registration Statement on Form SB-2 (File No.
333-51883) as filed with the Securities and Exchange
Commission on May 5, 1998 and hereby incorporated by
reference)
10.35 Agreement between Bankers Trust Company and Chapman Capital
Management, Inc. dated November 1, 1996 (Filed as Exhibit
10.7 to Chapman Capital Management Holding's Registration
Statement on Form SB-2 (File No. 333-51883) as filed with
the Securities and Exchange Commission on May 5, 1998 and
hereby incorporated by reference)
10.36 Agreement between Bankers Trust Company and Chapman Capital
Management and Tremont Partners, Inc. and Stamberg Prestia,
Ltd. dated November 1, 1996 (Filed as Exhibit 10.8 to
Chapman Capital Management Holding's Registration Statement
on Form SB-2 (File No. 333-51883) as filed with the
Securities and Exchange Commission on May 5, 1998 and hereby
incorporated by reference)
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
10.37 Service Mark License Agreement between Chapman Capital
Management Holdings, Inc., Chapman Capital Management, Inc.
and Nathan A. Chapman, Jr. dated as of June 9, 1998 Filed as
Exhibit 10.10 to Amendment No. 2 to Chapman Capital
Management Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-51883) as filed with the Securities and
Exchange Commission on June 22, 1998 and hereby incorporated
by reference)
10.38 $65,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated August 21,
1998 (Filed as Exhibit 10.1 to Chapman Capital Management
Holdings, Inc.'s Quarterly Report on Form 10Q-SB (File No.
0-24213) as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)
10.39 $45,000 Demand Note to Chapman Capital Management, Inc. from
Nathan A. Chapman, Jr. dated July 2, 1998 (Filed as Exhibit
10.2 to Chapman Capital Management Holdings, Inc.'s
Quarterly Report on Form 10Q-SB (File No. 0-24213) as filed
with the Securities and Exchange Commission on November 16,
1998 and hereby incorporated by reference)
10.40 $242,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated as of July
29, 1999 (Filed as Exhibit 10.2 to Chapman Capital
Management Holdings, Inc.'s Quarterly Report on Form 10Q-SB
(File No. 0-24213) as filed with the Securities and Exchange
Commission on August 20, 1999 and hereby incorporated by
reference)
10.41 Lock-up Agreement between Nathan A. Chapman, Jr. and The
Chapman Co. dated March 14, 2000 (Filed as Exhibit 10.41 to
Pre-Effective Amendment No. 3 to the Company's Registration
Statement on Form S-4 (File No. 333-91251) as filed with the
Securities and Exchange Commission on March 30, 2000 and
hereby incorporated by reference)
10.42 $32,836.53 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated December 31, 1999 (Filed as
Exhibit 10.42 to Pre-Effective Amendment No. 3 to the
Company's Registration Statement on Form S-4 (File
No. 333-91251) as filed with the Securities and Exchange
Commission on March 30, 2000 and hereby incorporated by
reference)
10.43 Amended and Restated Expense Limitation Agreement by and
among The Chapman Funds, Inc., on behalf of The Chapman U.S.
Treasury Money Fund, DEM Equity Fund, DEM Index Fund, DEM
Multi-Manager Equity Fund and DEM Multi-Manager Bond Fund,
and Chapman Capital Management, Inc. dated March 17, 2000
(Filed as Exhibit 10.43 to Pre-Effective Amendment No. 3 to
the Company's Registration Statement on Form S-4 (File
No. 333-91251) as filed with the Securities and Exchange
Commission on March 30, 2000 and hereby incorporated by
reference)
10.44 $17,322 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated March 31, 2000 (Filed as Exhibit 10.1 to
Chapman Holdings, Inc.'s Quarterly Report on Form 10Q-SB
(File No. 0-23587) as filed with the Securities and Exchange
Commission on May 15, 2000 and hereby incorporated by
reference)
10.45 Waiver by and among the Company and Chapman Holdings, Inc.
dated June 13, 2000 (Filed herewith)
10.46 Waiver by and among the Company and Chapman Capital
Managment Holdings, Inc. dated June 13, 2000 (Filed
herewith)
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
<C> <S>
21 Subsidiaries of the Company (Filed as Exhibit 21 to
Amendment No. to the Company's Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange commission on January 18, 2000 and hereby
incorporated by reference.)
23.1 Consent of Arthur Andersen LLP (Filed herewith)
23.2 Consent of Venable, Baetjer and Howard, LLP (included in
Exhibit 5) (Filed as Exhibit 23.2 to Pre-Effective Amendment
No. 2 the Company's Registration on Form SB-2 (File No.
333-90987) as filed with the Securities and Exchange
Commission on April 14, 2000 and hereby incorporated by
reference)
24.1 Power of Attorney (Filed as Exhibit 24.1 to the Company's
Registration Statement on Form SB-2 (File No. 333-90987) as
filed with the Securities and Exchange Commission on
November 15, 1999 and hereby incorporated by reference.)
24.2 Consent to serve as director (Raymond Haysbert) (Filed as
Exhibit 24.2 to the Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on November 15, 1999 and hereby
incorporated by reference.)
24.3 Consent to serve as director (Kweisi Mfume) (Filed as
Exhibit 24.3 to the Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on November 15, 1999 and hereby
incorporated by reference.)
24.4 Consent to serve as director (Mark Jefferson) (Filed as
Exhibit 24.4 to the Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on November 15, 1999 and hereby
incorporated by reference.)
24.5 Consent to serve as director (Adolph Washington) (Filed as
Exhibit 24.5 to the Company's Registration Statement on Form
SB-2 (File No. 333-90987) as filed with the Securities and
Exchange Commission on November 15, 1999 and hereby
incorporated by reference.)
27 Financial Data Schedule (Filed as Exhibit 27 to the
Company's Registration Statement on Form SB-2 (File No.
333-90987) as filed with the Securities and Exchange
Commission on November 15, 1999 and hereby incorporated by
reference.)
</TABLE>
ITEM 28. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement (or the most recent post-effective amendment thereof); and
notwithstanding the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in "Calculation of Registration Fee"
table in the effective registration statement;
II-9
<PAGE>
(iii) To include any additional or changed material information with respect
to the plan of distribution.
(2) That, for the purpose of determining liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Company hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(d) The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of the
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement on Form
SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Baltimore, state of Maryland, on June 15, 2000.
<TABLE>
<S> <C> <C>
ECHAPMAN.COM, INC.
By: /s/ NATHAN A. CHAPMAN, JR.
-----------------------------------------
Nathan A. Chapman, Jr.
PRESIDENT
</TABLE>
Pursuant to the requirements of the Act, the registration statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ NATHAN A. CHAPMAN, JR. President and Director (Principal June 15, 2000
-------------------------------------- Executive Officer)
Nathan A. Chapman, Jr.
/s/ DEMETRIS BROWN Treasurer and Chief Financial June 15, 2000
-------------------------------------- Officer (Principal Financial
Demetris Brown Officer and Principal Accounting
Officer)
The Entire Board of Directors
Nathan A. Chapman, Jr.
Earl U. Bravo, Sr.
By: /s/ NATHAN A. CHAPMAN, JR. June 15, 2000
----------------------------------
Nathan A. Chapman, Jr.
ATTORNEY-IN-FACT
</TABLE>
II-11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.45 Waiver by and among the Company and Chapman Holdings, Inc.
dated June 13, 2000
10.46 Waiver by and among the Company and Chapman Capital
Management Holdings, Inc. dated June 13, 2000
23.1 Consent of Arthur Andersen LLP
</TABLE>
