As filed with the Securities and Exchange Commission on August 8, 2000
Registration No. 333-33718
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
----------------
THCG, INC.
(Exact name of registrant as specified in its charter)
Delaware 7320 87-0415597
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
650 Madison Avenue, 21st Floor
New York, New York 10022
(212) 223-0440
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
JOSEPH D. MARK
650 Madison Avenue, 21st Floor
New York, New York 10022
(212) 223-0440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
COPIES TO:
PETER S. KOLEVZON, ESQ.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), check the
following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] _______
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
EXPLANATORY NOTE
THCG, Inc. (the "Registrant") has filed a Registration Statement on Form
S-3 (Registration No. 333-33718) (the "Registration Statement") which originally
registered 907,556 shares of common stock, par value $0.01 per share, of the
Registrant for sale by the selling stockholders named therein. The offering
contemplated by the Registration Statement terminated on August 7, 2000.
Pursuant to the undertaking contained in the Registration Statement, the
Registrant is filing this post-effective amendment to deregister such number of
shares originally registered by the Registration Statement as remained unsold as
of the termination of the offering.
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<PAGE>
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-3 and has duly caused this Post-Effective
Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on August 8, 2000.
THCG, INC.
By: /s/ Joseph D. Mark
----------------------------------------
Name: Joseph D. Mark
Title: Co-Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title(s) Date
--------- -------- ----
/s/ Joseph D. Mark Co-Chairman of the Board August 8, 2000
---------------------- of Directors, Chief
Joseph D. Mark Executive Officer
(Principal Executive
Officer) and Director
/s/ Adi Raviv Co-Chairman of the Board August 8, 2000
----------------------- of Directors, Chief
Adi Raviv Financial Officer
(Principal Financial and
Accounting Officer) and
Director
---------------------
Keith Abell Director August 8, 2000
*
---------------------
Gene E. Burleson Director August 8, 2000
*
---------------------
Burton W. Kanter Director August 8, 2000
*
---------------------
Joel S. Kanter
Director August 8, 2000
*
---------------------
Henry Klein Director August 8, 2000
*
---------------------
Evan Marks Director August 8, 2000
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<PAGE>
*
---------------------
Larry Smith Director August 8, 2000
*
---------------------
Stanley B. Stern Director August 8, 2000
* By: /s/ Adi Raviv
---------------
Adi Raviv
Attorney-in-Fact
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