<PAGE>
As filed with the Securities and Exchange Commission on February 15, 1995
REGISTRATION STATEMENT NO. 33-88814
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
SYNETIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2975182
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
669 RIVER DRIVE
ELMWOOD PARK, NEW JERSEY 07407
(201) 703-3400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
VICTOR L. MARRERO
VICE PRESIDENT--FINANCE
SYNETIC, INC.
669 RIVER DRIVE
ELMWOOD PARK, NEW JERSEY 07407
(201) 703-3400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------------------
COPIES TO:
MARK KESSEL, ESQ. ALAN JAKIMO, ESQ.
SHEARMAN & STERLING BROWN & WOOD
599 LEXINGTON AVENUE ONE WORLD TRADE CENTER
NEW YORK, N.Y. 10022 NEW YORK, N.Y. 10048
(212) 848-4000 (212) 839-5300
<PAGE>
INFORMATION REGARDING CALL FOR REDEMPTION
AND STANDBY ARRANGEMENTS
This Post-Effective Amendment No. 1 to Registration Statement 33-88814 (the
"Registration Statement") is filed in accordance with the undertakings of
Synetic, Inc. (the "Company") contained in Item 17 to the Registration
Statement. The purpose of this Post-Effective Amendment No. 1 is to deregister
the 1,000,000 shares of Common Stock, $.01 par value ("Common Stock") of the
Company registered pursuant to such Registration Statement.
Through February 10, 1995, the Conversion Expiration Date, holders of
$79,104,000 aggregate principal amount of the Company's 7% Convertible
Subordinated Debentures Due 2001 (the "Debentures") surrendered their shares for
conversion into approximately 3,877,000 shares of Common Stock. The remaining
$1,396,000 aggregate principal amount of Debentures were redeemed by the
Company. The Purchasers named in the Registration Statement, Smith Barney Inc.
and PaineWebber Incorporated, did not purchase any shares of Common Stock
pursuant to the Standby Agreement nor did they acquire any Debentures that were
surrendered for conversion. The Purchasers' obligations to purchase shares
pursuant to the Standby Agreement have terminated, and no offer or sale to the
public of any shares to which the Registration Statement related will be made by
any of the Purchasers therein. Accordingly, this Post-Effective Amendment No. 1
is filed to deregister the 1,000,000 shares of Common Stock registered pursuant
to the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Synetic, Inc., a corporation organized and existing under the laws of the State
of Delaware, certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereupon duly authorized, in the Borough of Elmwood
Park, State of New Jersey, on the 15th day of February, 1995.
Synetic, Inc.
By: /s/ James V. Manning
------------------------------
James V. Manning
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer; February 15, 1995
- ------------------------------------ Director
James V. Manning
* President and Chief February 15, 1995
- ------------------------------------ Operating Officer; Director
Paul C. Suthern
* Vice President--Technologies February 15, 1995
- ------------------------------------ Group; Director
Ray E. Hannah
* Vice President--Finance February 15, 1995
- ------------------------------------ (Principal Accounting and
Victor L. Marrero Financial Officer)
* Director February 15, 1995
- ------------------------------------
Thomas R. Ferguson
* Director February 15, 1995
- ------------------------------------
Mervyn L. Goldstein
* Director February 15, 1995
- ------------------------------------
Roger H. Licht
* Director February 15, 1995
- ------------------------------------
Per G. H. Lofberg
* Director February 15, 1995
- ------------------------------------
Charles A. Mele
* Director February 15, 1995
- ------------------------------------
Herman Sarkowsky
* Director February 15, 1995
- ------------------------------------
Albert M. Weis
* Chairman of the February 15, 1995
- ------------------------------------ Board; Director
Martin J. Wygod
*By /s/ James V. Manning
---------------------------------
James V. Manning
Attorney-in-fact
</TABLE>
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