As filed with the Securities and Exchange Commission on October 27, 1997
1933 Act File No. 33-94322
1940 Act File No. 814-172
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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM N-2
|X| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|_| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
WINFIELD CAPITAL CORP.
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Exact Name of Registrant as Specified in Charter
237 Mamaroneck Avenue, White Plains, New York 10605
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Address of Principal Executive Offices
(914) 949-2600
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Registrant's Telephone Number, including Area Code
Paul A. Perlin, Chief Executive Officer
Winfield Capital Corp., 237 Mamaroneck Avenue, White Plains, New York 10605
(914) 949-2600
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Name and Address and Telephone Number of Agent for Service
Copies of Communications to:
======================================= ========================================
Jesse R. Meer, Esq. Lawrence B. Fisher, Esq.
Berlack, Israels & Liberman LLP Orrick Herrington & Sutcliffe LLP
120 West 45th Street 666 Fifth Avenue
New York, N.Y. 10036 New York, N.Y. 10103
(212) 704-0100 (212) 506-5000
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It is proposed that this filing will become effective
|X| when declared effective pursuant to Section 8(c)of
the Securities Act of 1933
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<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
The registrant hereby amends this registration statement by withdrawing
from registration under the Securities Act of 1933, as amended, 816,750 common
stock purchase warrants of the registrant (the "Warrants"), including 66,750
Warrants which were sold upon overallotments in the original public offering,
and 816,750 shares of the common stock, par value $.01 per share, of the
registrant that were reserved for issuance upon the exercise of the Warrants.
The Warrants expired, by their terms, at 5:00 p.m., New York City time, on
October 25, 1997, without any of the Warrants having been exercised.
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
its registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of White Plains and the State of New York
on the 27th day of October, 1997.
WINFIELD CAPITAL CORP.
By: /s/ PAUL A. PERLIN
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Paul A. Perlin
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this amendment to the registration statement has
been signed below by the following persons in the capacities indicated on
October 27, 1997.
/s/ PAUL A. PERLIN Chairman of the Board
- -------------------------- (Chief Executive Officer) and Director
Paul A. Perlin
/s/ R. SCOT PERLIN (Chief Financial & Accounting Officer)
- -------------------------- and Director
R. Scot Perlin
/s/ DAVID GREENBERG Chief Operating Officer and Director
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David Greenberg
/s/ JOEL I. BARAD Director
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Joel I. Barad
/s/ BARRY J. GORDON Director
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Barry J. Gordon
/s/ ALLEN L. WEINGARTEN Director
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Allen L. Weingarten
/s/ SCOTT A. ZIEGLER Director
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Scott A. Ziegler
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