<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000
REGISTRATION NOS. 811-3084
2-68723
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 30 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 31 /X/
(Check appropriate box or boxes)
------------------------
PRUDENTIAL SMALL COMPANY FUND, INC.
(Exact name of registrant as specified in charter)
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Address of Principal Executive Offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-7525
MARGUERITE E.H. MORRISON, ESQ.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Name and Address of Agent for Service of Process)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/X/ on December 1, 2000 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
/X/ this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
<TABLE>
<S> <C>
Title of Securities Being Registered............... Shares of Common Stock, par value $.01 per share
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
Parts A, B and C of Form N-1A are hereby incorporated by reference to
Parts A, B and C, respectively, of Registrant's Post-Effective Amendment No.
29 to its Registration Statement on Form N-1A (File No. 333-66895) filed on
September 29, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Fund certifies that it meets all of the requirements for
effectiveness of this Registration Statement under Rule 485(b) under the
Securities Act and has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, duly authorized, in the City of
Newark, and the State of New Jersey, on the 28th day of November, 2000.
PRUDENTIAL SMALL COMPANY FUND, INC.
/s/ David R. Odenath, Jr.
------------------------------------------
DAVID R. ODENATH, JR., PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Saul K. Fenster
------------------------------------ Director November 28, 2000
SAUL K. FENSTER
/s/ Delayne D. Gold
------------------------------------ Director November 28, 2000
DELAYNE D. GOLD
/s/ Robert F. Gunia
------------------------------------ Director November 28, 2000
ROBERT F. GUNIA
/s/ Douglas H. McCorkindale
------------------------------------ Director November 28, 2000
DOUGLAS H. MCCORKINDALE
/s/ W. Scott McDonald, Jr.
------------------------------------ Director November 28, 2000
W. SCOTT MCDONALD, JR.
/s/ Thomas T. Mooney
------------------------------------ Director November 28, 2000
THOMAS T. MOONEY
/s/ Stephen P. Munn
------------------------------------ Director November 28, 2000
STEPHEN P. MUNN
/s/ David R. Odenath, Jr.
------------------------------------ President and Director November 28, 2000
DAVID R. ODENATH, JR.
/s/ Richard A. Redeker
------------------------------------ Director November 28, 2000
RICHARD A. REDEKER
/s/ Judy A. Rice
------------------------------------ Director November 28, 2000
JUDY A. RICE
/s/ Robin B. Smith
------------------------------------ Director November 28, 2000
ROBIN B. SMITH
/s/ Louis A. Weil, III
------------------------------------ Director November 28, 2000
LOUIS A. WEIL, III
/s/ Clay T. Whitehead
------------------------------------ Director November 28, 2000
CLAY T. WHITEHEAD
/s/ Grace C. Torres Treasurer and Principal Financial November 28, 2000
------------------------------------ and Accounting Officer
GRACE C. TORRES
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBITS
ITEM 23. EXHIBITS.
(a) (1) Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 17 to the
Registration Statement filed on Form N-1A via EDGAR on November 29,
1993 (File No. 2-68723).
(2) Articles of Amendment. Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 20 to the Registration Statement filed on
Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723).
(3) Articles of Amendment. Incorporated by reference to Exhibit 1(c) to
Post-Effective Amendment No. 24 to the Registration Statement filed on
Form N-1A via EDGAR on December 13, 1996 (File No. 2-68723).
(4) Articles of Amendment. Incorporated by reference to Exhibit 1(d) to
Post-Effective Amendment No. 25 to the Registration Statement filed on
Form N-1A via EDGAR on December 2, 1997 (File No. 2-68723).
(5) Articles Supplementary. Incorporated by reference to Exhibit 1(e) to
Post-Effective Amendment No. 26 to the Registration Statement filed on
Form N-1A via EDGAR on November 27, 1998 (File No. 2-68723).
(6) Articles of Amendment. Incorporated by reference to Exhibit (a)(6) to
Post-Effective Amendment No. 29 to the Registration Statement filed on
Form N-1A via EDGAR on September 29, 2000 (File No. 2-68723).
(b) Amended and Restated By-Laws. Incorporated by reference to Exhibit (b) to
Post-Effective Amendment No. 29 to the Registration Statement filed on
Form N-1A via EDGAR on September 29, 2000 (File No. 2-68723).
(c) Instruments defining rights of holders of the securities being offered.
Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment
No. 17 to the Registration Statement filed on Form N-1A via EDGAR filed on
November 29, 1993 (File No. 2-68723).
(d) (1) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. Incorporated by reference to Exhibit (d)(1) to
Post-Effective Amendment No. 27 to the Registration Statement filed on
Form N-1A via EDGAR on September 28, 1999 (File No. 2-68723).
(2) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation. Incorporated by reference to
Exhibit (d)(2) to Post-Effective Amendment No. 27 to the Registration
Statement filed on Form N-1A via EDGAR on September 28, 1999 (File No.
2-68723).
(3) Amendment to Subadvisory Agreement. Incorporated by reference to
Exhibit (d)(3) to Post-Effective Amendment No. 29 to the Registration
Statement filed on Form N-1A via EDGAR on September 29, 2000 (File
No. 2-68723).
(4) Interim Subadvisory Agreement with Jennison Associates LLC. Incorporated
by reference to Exhibit (d)(4) to Post-Effective Amendment No. 29 to the
Registration Statement filed on Form N-1A via EDGAR on September 29, 2000
(File No. 2-68723).
(e) (1) Distribution Agreement. Incorporated by reference to Exhibit 6(a) to
Post-Effective Amendment No. 26 to the Registration Statement filed on
Form N-1A via EDGAR on November 27, 1998 (File No. 2-68723).
(2) Form of Selected Dealer Agreement. Incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment No. 26 to the Registration
Statement filed on Form N-1A via EDGAR on November 27, 1998 (File
No. 2-68723).
(g) (1) Custodian Agreement between the Registrant and State Street Bank and
Trust Company. Incorporated by reference to Exhibit (g)(1) to
Post-Effective Amendment No. 27 to the Registration Statement filed on
Form N-1A via EDGAR on September 28, 1999 (File No. 2-68723).
(2) Amended Custodian Agreement between the Registrant and State Street Bank
and Trust Company. Incorporated by reference to Exhibit 8(b) to
Post-Effective Amendment No. 14 to the Registration Statement filed on
Form N-1A (File No. 2-68723).
(3) Amendment to Custodian Agreement. Incorporated by reference to Exhibit
(g)(3) to Post-Effective Amendment No. 27 to the Registration Statement
filed on Form N-1A via EDGAR on September 28, 1999 (File No. 2-68723).
<PAGE>
(h) (1) Transfer Agency Agreement between the Registrant and Prudential Mutual
Fund Services, Inc., dated January 1, 1988. Incorporated by reference
to Exhibit (h)(1) to Post-Effective Amendment No. 27 to the
Registration Statement filed on Form N-1A via EDGAR on September 28,
1999 (File No. 2-68723).
(2) Amendment to Transfer Agency Agreement. Incorporated by reference to
Exhibit (h)(2) to Post-Effective Amendment No. 27 to the Registration
Statement filed on Form N-1A via EDGAR on September 28, 1999 (File No.
2-68723).
(i) (1) Opinion and Consent of Counsel. Incorporated by reference to
Exhibit (i) to Post-Effective Amendment No. 27 to the Registration
Statement filed on Form N-1A via EDGAR on September 28, 1999 (File No.
2-68723).
(2) Consent of Counsel.*
(j) Consent of Independent Accountants.*
(m) (1) Amended and Restated Distribution and Service Plan for Class A shares.
Incorporated by reference to Exhibit 15(a) to Post-Effective Amendment
No. 26 to the Registration Statement filed on Form N-1A via EDGAR on
November 27, 1998 (File No. 2-68723).
(2) Amended and Restated Distribution and Service Plan for Class B shares.
Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment
No. 26 to the Registration Statement filed on Form N-1A via EDGAR on
November 27, 1998 (File No. 2-68723).
(3) Amended and Restated Distribution and Service Plan for Class C shares.
Incorporated by reference to Exhibit 15(c) to Post-Effective Amendment
No. 26 to the Registration Statement filed on Form N-1A via EDGAR on
November 27, 1998 (File No. 2-68723).
(n) Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to Post-Effective
Amendment No. 26 to the Registration Statement filed on Form N-1A via EDGAR
on November 27, 1998 (File No. 2-68723).
(p) (1) Fund's Amended Code of Ethics.*
(2) Manager's, Investment Adviser's and Distributor's Amended Code of
Ethics.*
(3) Jennison Associates LLC Code of Ethics. Incorporated by reference to
Exhibit (p)(3) to Post-Effective Amendment No. 29 to the Registration
Statement filed on Form N-1A via EDGAR on September 29, 2000 (File
No. 2-68723).
------------------------
*To be filed by amendment
