SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM SB-2
POST-EFFECTIVE AMENDMENT NO. 6
TO REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OPPORTUNITY MANAGEMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
Washington 6189 91-1427776
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
12904 East Nora, Suite A
Spokane, Washington 99216
(509) 928-6545
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
H.E. Brazington
President and Chief Executive Officer
Opportunity Management Company, Inc.
12904 East Nora, Suite A
Spokane, Washington 99216
(509) 928-6545
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Douglas J. Siddoway, Esq.
Randall & Danskin, P.S.
1500 Seafirst Financial Center
601 West Riverside Avenue
Spokane, Washington 99201
(509) 747-2052
Approximate date of commencement of the proposed sale of the securities to the
public: Not applicable. This post-effective amendment to the issuer's
Registration Statement is filed solely for the purpose of withdrawing from
registration those shares of its common stock remaining unsold following
termination of its offering, pursuant to the undertaking specified in Item
512(a)(iii)(3) of Regulation S-B.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share price registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 Not applicable Not applicable Not applicable Not applicable
par value per share
</TABLE>
<PAGE>
Explanatory Note
This post-effective amendment is filed pursuant to Item 512(a)(iii)(3) of
Regulation S-B, solely for the purpose of withdrawing from registration the
1,200,446 shares of Opportunity Management Company, Inc.'s common stock
remaining unsold following termination of its offering on July 22, 1997.
Opportunity Management Company, Inc. is a Washington corporation engaged in
the business of purchasing and holding high-risk loans made primarily to local
borrowers, with the objective of earning current income for its shareholders.
The company was organized in 1988 and commenced operations in 1989.
The company has historically funded its loan purchases from sales of its
common stock to the public. Since 1993 the company has been more or less
continuously engaged in the offer and sale of its stock pursuant to a
registration statement, on Form SB-2, and related prospectus (Commission File
No. 33-68700-S) that was first declared effective by the Securities and
Exchange Commission ("Commission") on December 7, 1993; this registration
statement has been amended annually, the last amendment having been filed with
the Commission in August of 1996. The company also files periodic and other
reports with the Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
As of July 22, 1997, being the date its offering of common stock was
terminated, the company had offered and sold 1,119,554 shares of common stock
pursuant to the registration statement and related prospectus. All of these
shares were sold at the price of $5.00 per share, primarily to existing
shareholders who elected to reinvest dividends declared and paid on the common
stock. The company has elected to be treated for federal income tax purposes
as a real estate investment trust, one consequence of which is that it
distributes at least 95% of its quarterly net earnings to its shareholders in
cash. As of such date, 1,200,446 shares of common stock initially registered
remained unsold.
Management and the board of directors have determined that the offer and sale
of its securities pursuant to the registration statement and related
prospectus is no longer consistent with the company's business objectives.
For this reason, the board of directors of the company adopted resolutions,
dated July 22, 1997, authorizing the withdrawal from registration of those
shares of common stock remaining unsold at such date.
<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 of filing on Form SB-2 and authorized this amendment
to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Spokane, State of Washington on July
22, 1997.
OPPORTUNITY MANAGEMENT COMPANY, INC.
By: /s/ H. E. Brazington
------------------------------
its President
Dated: July 22, 1997
In accordance with the requirements of the Securities Act of 1933, this
amendment to registration statement was signed by the following persons in the
capacities and on the dates indicated.
By: /s/ Stanley E. Brazington By: /s/ Elden Sorensen
------------------------------ ------------------------------
its Principal Financial and a Director
Accounting Officer
Date: July 22, 1997 Date: July 22, 1997
By: /s/ Robert C. Brown By: /s/ David W. Hanson
------------------------------ ------------------------------
a Director a Director
Date: July 22, 1997 Date: July 22, 1997
By: By: /s/ C. Patrick Craigen
------------------------------ ------------------------------
Dr. Vaughn Ransom, a Director a Director
Date: July __, 1997 July 22, 1997
By: /s/ Vern W. Haworth
------------------------------
a Director
Date: July 22, 1997
By:
-------------------------------
Douglas M. O'Coyne, a Director
Date: July __, 1997
