-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELamQo3d84kzlGDJKfaksbZ1Y/LMmhSE0Afo/T5CnU1G5oARwujUkXLVtjbZZO0Q FgqVToS49enlWdKicL481A== 0000899078-97-000298.txt : 19970912 0000899078-97-000298.hdr.sgml : 19970912 ACCESSION NUMBER: 0000899078-97-000298 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970904 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARCH FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000318672 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 411356819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-30275 FILM NUMBER: 97675142 BUSINESS ADDRESS: STREET 1: 600 N PEARL STREET STREET 2: SUITE 2500 CITY: DALLAS STATE: TX ZIP: 75201-2899 BUSINESS PHONE: 2149656000 MAIL ADDRESS: STREET 1: 600 N PEARL STREET STREET 2: SUITE 2500 CITY: DALLAS STATE: TX ZIP: 75201-2899 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH CAPITAL GROUP INC DATE OF NAME CHANGE: 19930910 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH NATURAL RESOURCES INC DATE OF NAME CHANGE: 19920703 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 As filed with the Securities and Exchange Commission on September 4, 1997 Registration No. 333-30275 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- SEARCH FINANCIAL SERVICES INC. (formerly known as Search Capital Group, Inc.) (Exact name of registrant as specified in its charter) Delaware 6141 41-1356819 (State or other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Classification Identification No.) Code Number) --------------- Ellis A. Regenbogen, Esq. Executive Vice President and General Counsel 600 North Pearl Street Search Financial Services Inc. Suite 2500 600 North Pearl Street, Suite 2500 Dallas, Texas 75201 Dallas, Texas 75201 (214) 865-6000 (214) 965-6000 (Address, including zip code, and (Name, address, including zip code, telephone number, including area code, and telephone number, including of registrant's principal executive area code, of agent for service) offices) --------------- With a copy to: Daryl B. Robertson, Esq. Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202-2797 (214) 855-4500 ================================================================================ Title of Each Class of Amount Securities Registered Registered - -------------------------------------------------------------------------------- Common Stock, $.01 par value(1) 3,666,500(2) 330,839(3) ================================================================================ (1) This Registration Statement relates to securities of the Registrant issued or issuable to holders of common stock and options to purchase common stock of MS Financial, Inc., a Delaware corporation ("MSF"), in connection with the merger of a wholly-owned subsidiary of the Registrant with and into MSF. (2) Represents the actual number of shares of Common Stock issued in the merger. (3) Represents the actual maximum number of shares of Common Stock that may be issued upon the exercise of outstanding options held by certain former officers and directors of MSF. -1- DEREGISTRATION OF SECURITIES ---------------------------- Reference is made to the final Joint Proxy Statement/Prospectus for the definitions of the capitalized terms set forth below. Search and MSF have completed the Merger. Pursuant to the Merger, Search has issued a total of 3,666,500 shares of its Common Stock to the former shareholders of MSF. In addition, Search has assumed, pursuant to the Merger Agreement, the obligations of MSF under certain options held by former officers and directors of MSF. After certain adjustments in the terms of the options, the holders of these options may purchase up to a total of 330,839 shares of Search's Common Stock. This Post-Effective Amendment No. 1 is filed in order to deregister the shares of the Common Stock of Search to the extent they were not issued in the Merger and to the extent they are not being offered for purchase pursuant to the outstanding MSF options assumed by Search, as described above. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 4th day of September, 1997. SEARCH FINANCIAL SERVICES INC. By: /s/ George C. Evans ----------------------------------- George C. Evans Chairman of the Board and Chief Executive Officer Each individual whose signature appears below hereby designates and appoints George C. Evans, Robert D. Idzi and Ellis A. Regenbogen, and each of them, any one of whom may act without the joinder of the other, as such person's true and lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Name Position Date ---- -------- ---- /s/ George C. Evan Chairman of the Board, Chief September 4, 1997 - --------------------- Executive Officer and Director George C. Evans /s/ James F. Leary Director September 4, 1997 - --------------------- James F. Leary /s/ Robert D. Idzi Senior Executive Vice President, September 4, 1997 - --------------------- Chief Financial Officer and Robert D. Idzi Treasurer /s/ Andrew D. Plagens Senior Vice President, Controller September 4, 1997 - --------------------- and Chief Executive Officer Andrew D. Plagens William F. Bonini* Director William H. T. Bush* Director Luther H. Hodges, Jr.* Director Frederick S. Hammer* Director A. Brean Murray* Director Douglas W. Powell* Director Barry W. Ridings* Director *By: /s/ George C. Evans September 4, 1997 ------------------- George C. Evans, Attorney -In-Fact CORPDAL:81799.1 99999.1 -3- -----END PRIVACY-ENHANCED MESSAGE-----