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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1998
REGISTRATION NO. 333-37303
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
FTD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7389 13-3711271
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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3113 WOODCREEK DRIVE
DOWNERS GROVE, ILLINOIS 60515
(630) 719-7800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
SCOTT D. LEVIN, ESQ.
FTD CORPORATION
3113 WOODCREEK DRIVE
DOWNERS GROVE, ILLINOIS 60515
(630) 719-7800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPIES OF ALL COMMUNICATIONS TO:
MARC WEINGARTEN, ESQ.
SCHULTE ROTH & ZABEL LLP
900 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 756-2000
-------------------------
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, check the following box: [X]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
POST EFFECTIVE AMENDMENT #2
TO FORM S-1
FTD CORPORATION
REGISTRATION NO. 333-37303
REGISTERING 1,146,078 SHARES
OF COMMON STOCK, PAR VALUE $0.01
Total shares originally registered by FTD Corporation on its
Registration Statement on Form S-1, Registration No. 333-37303, were 1,146,078.
Upon termination of the public offering, there were 94,277 shares subscribed
for. FTD hereby deregisters 1,051,801 shares for offer or sale in the
transaction represented by the prospectus dated February 20, 1998.
The company intends to carryforward any excess registration fees it
paid in connection with this Registration Statement to be used in future
registrations.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Downers
Grove, State of Illinois, November 12, 1998.
FTD CORPORATION
By: /s/ ROBERT L. NORTON
------------------------------------
Name: Robert L. Norton
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of Directors November 12, 1998
- ---------------------------------------------
Richard C. Perry
/s/ ROBERT L. NORTON President November 12, 1998
- ---------------------------------------------
Robert L. Norton
* Treasurer (Principal Financial November 12, 1998
- --------------------------------------------- Officer and Principal Accounting
Francis C. Piccirillo Officer)
* Director November 12, 1998
- ---------------------------------------------
Veronica K. Ho
* Director November 12, 1998
- ---------------------------------------------
Gary K. Silberberg
* Director November 12, 1998
- ---------------------------------------------
Geoffery Rehnert
* Director November 12, 1998
- ---------------------------------------------
Habib Y. Gorgi
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*By: /s/ SCOTT D. LEVIN
---------------------------
Scott D. Levin
Attorney-in-Fact
