<PAGE>
As filed with the Securities and Exchange Commission on January 28, 1999.
Registration No: 333-40805
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NUMBER 2
TO
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
PMC International, Inc.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
Colorado 6282 84-0627374
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or Industrial Identification No.)
organization) Classification Code
Number)
</TABLE>
555 17th Street, 14th Floor 555 17th Street, 14th Floor
Denver, Colorado 80202 Denver, Colorado 80202
(303) 292-1177 (Address of principal place of
(Address and telephone number of business or
principal executive offices) intended principal place of
business)
Scott A. MacKillop
President
PMC International, Inc.
555 17th Street, 14th Floor
Denver, Colorado 80202
(303) 292-1177
(Name, address, and telephone number of agent for service)
With a copy to:
Conrad G. Goodkind
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 277-5000
<PAGE>
Approximate date of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
___________________
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 effective 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. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
In accordance with its undertakings and Regulation S-K Item 512, the
Registrant hereby withdraws the registration statement. Effective December 31,
1998, the Registrant and ZACQ Corp. merged and effective at such time all shares
of Registrant's common stock and preferred stock, except those held by The
Ziegler Companies and its affiliates, were converted into the right to receive
$.60 and $2.50 per share, respectively. As a result of the merger, there are no
longer any shares to trade. Based upon information received by the Registrant
and its calculations, it hereby withdraws 512,913 shares of Common Stock (after
consideration of the reverse stock split) registered under this Registration
Statement.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on this 19th day of
January, 1999.
PMC International, Inc.
a Colorado corporation
By: /s/ Scott A. MacKillop
----------------------
Scott A. MacKillop
President
In accordance with the requirements of the Securities Act of 1933, this
Statement has been signed by the following persons in the capacities and on the
dates stated.
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<CAPTION>
Signature Title Position Held
With the Registrant Date
<S> <C> <C>
/s/ Scott A. MacKillop President (Principal
- ------------------------- Executive Officer) January 19, 1999
Scott A. MacKillop
/s/ Stephen M. Ash Chief Financial Officer and
- ------------------------- Treasurer (Principal Accounting
Stephen Ash and Financial Officer) January 19, 1999
/s/ Richard J. Glaisner
- -------------------------
Richard J. Glaisner Chairman of the Board and Director January 19, 1999
/s/ Dennis A. Wallestad Assistant Treasurer and
- ------------------------- Director January 19, 1999
Dennis A. Wallestad
/s/ Peter C. Ziegler
- -------------------------
Peter C. Ziegler Director January 19, 1999
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