FINANCING FOR SCIENCE INTERNATIONAL INC
S-8 POS, 1996-08-29
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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<PAGE>   1
                                                      Registration No. 33-92758
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                            UNDER THE SECURITIES ACT

                   FINANCING FOR SCIENCE INTERNATIONAL, INC.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                      06-1179144
- -------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

         10 Waterside Drive
       Farmington, Connecticut                           06032-3065
- ----------------------------------------                 ----------
(Address of Principal Executive Offices)                 (Zip Code)

     1988 Financing for Science and Industry Key Employee Stock Option Plan
                    1992 FSI Key Employee Stock Option Plan
                         1993 FSI Stock Option Plan
                          ____________________________
                           (Full title of the plans)

                             Richard Schwartz, Esq.
                             Senior Vice President,
                         Secretary and General Counsel
                   Financing for Science International, Inc.
                               10 Waterside Drive
                       Farmington, Connecticut 06032-3065
                   -----------------------------------------
                    (Name and address of agent for service)

                                 (860) 676-1818
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)


                                   Copies to:

                          Richard S. Smith, Jr., Esq.
                       Murtha, Cullina, Richter & Pinney
                         CityPlace I, 185 Asylum Street
                        Hartford, Connecticut 06103-3469
                                 (860) 240-6000

<PAGE>   2
     On August 29, 1996, the merger contemplated by the Agreement and Plan of
Merger (the "Agreement") dated as of May 19, 1996 by and among Financing for
Science International, Inc. (the "Company"), FINOVA Capital Corporation, and
FINOVA Business Credit Corp., became effective. Immediately prior to the
Effective Time (as defined in the Agreement), each option granted by the
Company under an Employee Plan (as defined in the Agreement) became vested and
exercisable in accordance with its terms, was cancelled, and now entitles the
holder thereof to an amount equal to $6.40 less the exercise price of the
option. The Company has no intention of issuing any additional options.
Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 is being filed to deregister the remaining 147,087 shares of Common
Stock that were available for issuance under the Plan.
<PAGE>   3
                                  SIGNATURES

     Pursuant to 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 S-8 and has duly caused this post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut on August 29,
1996.

                                      FINANCING FOR SCIENCE INTERNATIONAL, INC.

                                      
                                      By: /s/ Richard Schwartz, Esq.
                                          -------------------------------------
                                          Richard Schwartz, Esq.
                                          Senior Vice President,
                                          Secretary and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
     SIGNATURE                         TITLE                      DATE
     ---------                         -----                      ----
<S>                            <C>                           <C>
/s/ Barry R. Bronfin*          Chairman of the Board and     August 29, 1996
- --------------------------     Chief Executive Officer
Barry R. Bronfin


/s/ Robert W. Maxwell*         President and Chief           August 29, 1996
- --------------------------     Operating Officer 
Robert W. Maxwell              and Director


/s/ Robert S. Lees*            Director                      August 29, 1996
- --------------------------
Robert S. Lees


/s/ Geoffrey W. Nelson*        Director                      August 29, 1996
- --------------------------
Geoffrey W. Nelson


/s/ John M. Randolph*          Director                      August 29, 1996
- --------------------------
John M. Randolph


/s/ Steven B. Sands*           Director                      August 29, 1996
- --------------------------
Steven B. Sands


/s/ Diane M. Smith*            Director                      August 29, 1996
- --------------------------
Diane M. Smith


*By: /s/ Richard Schwartz                                    August 29, 1996
- --------------------------
Richard Schwartz
Attorney-in-Fact

</TABLE>



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