As filed with the Securities and Exchange Commission on
________, 1999
Reg. No. 333-72475
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PCC GROUP, INC.
(Exact name of issuer as specified in its charter)
California 95-3815164
(State or other jurisdiction of (I.R.S.
Employer incorporation or organization)
Identification No.)
163 University Parkway
Pomona, California 91768
(Address of principal executive offices)
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CERTAIN COMPENSATORY STOCK GRANT
(Full title of the plans)
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Jack Wen
Chief Executive Officer
PCC Group, Inc.
163 University Parkway
Pomona, California 91768
(Name and address of agent for service)
(909) 869-6133
(Telephone number, including area code, of agent for service)
Copy to:
Istvan Benko, Esq.
Stuart Teng, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
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Under this Registration Statement, a total of 20,000 shares
of Registrant's $.01 par value common stock was registered for
sale pursuant to a compensatory agreement. The compensatory
agreement has been cancelled. A total of 5,000 shares were
issued pursuant to the agreement prior to its cancellation.
In accordance with Registrant's undertaking contained in
this Registration Statement, Registrant hereby deregisters the
15,000 shares of common stock that remain unsold under this
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No.
2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pomona,
State of California, on the 07th day of June 1999.
PCC GROUP, INC.
BY: /s/ Jack Wen
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Jack Wen, Chief Executive Officer
