RAND CAPITAL CORP
POS AMI, 1998-04-17
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                    Registration Statement No. 333-25617

                             UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM N-2

[ ]  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ]  Pre-Effective Amendment No. ____
[X]  Post-Effective Amendment No.   1
                                   ---
                    (Check appropriate box or boxes.)


                        Rand Capital Corporation
            (Exact Name of Registrant as Specified in Charter)

               2200 Rand Building, Buffalo, New York 14203
            (Address of Principal Executive Offices)(Zip Code)

     Registrant's Telephone Number, including Area Code (716) 853-0802


               ----------------------------------------
                       Allen F. Grum, President
                       Rand Capital Corporation
                          2200 Rand Building
                       Buffalo, New York 14203
                           (716) 853-0802

         (Name, address and telephone number, including area
                    code, of agent for service)
           Copies of all communications sent to agent 
           for service of process should be sent to:

                       Ward B. Hinkle, Esq.
            Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                       1800 One M & T Plaza
                      Buffalo, New York 14203

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box:  [X]

It is proposed that this filing will become effective (check appropriate
box)
         [X] when declared effective pursuant to section 8(c)

<PAGE>
      
                                   PART C

                             OTHER INFORMATION

This amendment is filed pursuant to the  undertaking of the Registrant 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.  The
Registrant  terminated  the offering on March 20, 1998. Of the 1,791,122  shares
registered for sale by the Selling Shareholders,  80,145 shares were sold and an
aggregate of 1,710,977  shares,  which remained unsold,  are hereby removed from
registration.



                                 SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Buffalo,  State of New York, on the 20th day of
March, 1998.



                                                     RAND CAPITAL CORPORATION
                                                         (Registrant)


                                                     By   s/ALLEN F. GRUM
                                                          -----------------
                                                           Allen F. Grum,
                                                           President*


* This amendment is signed by the Registrant pursuant to Rule 478.


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