As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-30275
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SEARCH FINANCIAL SERVICES INC.
(formerly known as Search Capital Group, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 6141 41-1356819
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
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Ellis A. Regenbogen, Esq.
Executive Vice President and
General Counsel
600 North Pearl Street Search Financial Services Inc.
Suite 2500 600 North Pearl Street, Suite 2500
Dallas, Texas 75201 Dallas, Texas 75201
(214) 865-6000 (214) 965-6000
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, and telephone number, including
of registrant's principal executive area code, of agent for service)
offices)
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With a copy to:
Daryl B. Robertson, Esq.
Jenkens & Gilchrist,
a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2797
(214) 855-4500
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Title of Each Class of Amount
Securities Registered Registered
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Common Stock, $.01 par value(1) 3,666,500(2)
330,839(3)
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(1) This Registration Statement relates to securities of the Registrant
issued or issuable to holders of common stock and options to purchase
common stock of MS Financial, Inc., a Delaware corporation ("MSF"), in
connection with the merger of a wholly-owned subsidiary of the
Registrant with and into MSF.
(2) Represents the actual number of shares of Common Stock issued in the
merger.
(3) Represents the actual maximum number of shares of Common Stock that
may be issued upon the exercise of outstanding options held by certain
former officers and directors of MSF.
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<PAGE>
DEREGISTRATION OF SECURITIES
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Reference is made to the final Joint Proxy Statement/Prospectus for the
definitions of the capitalized terms set forth below.
Search and MSF have completed the Merger. Pursuant to the Merger, Search
has issued a total of 3,666,500 shares of its Common Stock to the former
shareholders of MSF. In addition, Search has assumed, pursuant to the Merger
Agreement, the obligations of MSF under certain options held by former officers
and directors of MSF. After certain adjustments in the terms of the options, the
holders of these options may purchase up to a total of 330,839 shares of
Search's Common Stock.
This Post-Effective Amendment No. 1 is filed in order to deregister the
shares of the Common Stock of Search to the extent they were not issued in the
Merger and to the extent they are not being offered for purchase pursuant to the
outstanding MSF options assumed by Search, as described above.
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<PAGE>
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 Dallas, State of Texas, on the 4th day of September,
1997.
SEARCH FINANCIAL SERVICES INC.
By: /s/ George C. Evans
-----------------------------------
George C. Evans
Chairman of the Board and
Chief Executive Officer
Each individual whose signature appears below hereby designates and
appoints George C. Evans, Robert D. Idzi and Ellis A. Regenbogen, and each of
them, any one of whom may act without the joinder of the other, as such person's
true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, which
amendments may make such changes in this Registration Statement as any
Attorney-in-Fact deems appropriate, and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and requests to accelerate the effectiveness of such registration statements,
and to file each such amendment with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such Attorneys-in-Fact and each of them, 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 to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Position Date
---- -------- ----
/s/ George C. Evan Chairman of the Board, Chief September 4, 1997
- --------------------- Executive Officer and Director
George C. Evans
/s/ James F. Leary Director September 4, 1997
- ---------------------
James F. Leary
/s/ Robert D. Idzi Senior Executive Vice President, September 4, 1997
- --------------------- Chief Financial Officer and
Robert D. Idzi Treasurer
/s/ Andrew D. Plagens Senior Vice President, Controller September 4, 1997
- --------------------- and Chief Executive Officer
Andrew D. Plagens
William F. Bonini* Director
William H. T. Bush* Director
Luther H. Hodges, Jr.* Director
Frederick S. Hammer* Director
A. Brean Murray* Director
Douglas W. Powell* Director
Barry W. Ridings* Director
*By: /s/ George C. Evans September 4, 1997
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George C. Evans,
Attorney -In-Fact
CORPDAL:81799.1 99999.1
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