As filed with the Securities and Exchange Commission on August 1, 2008
Registration No. 333-150051
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FEDERAL TRUST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Florida 6712 59-2935028
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Incorporation Industrial Classification Identification
or Organization) Code Number) Number)
312 West First Street, Suite 110
Sanford, Florida 32771
(407) 323-1833
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Dennis T. Ward
312 West First Street, Suite 110
Sanford, Florida 32771
(407) 323-1833
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
Ned Quint, Esq. Randolph A. Moore III, Esq.
Eric Luse Esq. Alison N. LaBruyere, Esq.
Luse Gorman Pomerenk & Schick, P.C. Alston & Bird LLP
5335 Wisconsin Avenue, N.W., Suite 400 1201 W. Peachtree Street
Washington, D.C. 20015 Atlanta, Georgia 30309
(202) 274-2000 404-881-7794
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
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]
If this Form is filed to register additional shares 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of a "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Application for Withdrawal and Deregistration of Common Stock
On July 24, 2008, the Registrant's Board of Directors terminated the stock
offering relating to this Registration Statement. This Post-Effective Amendment
No. 2 is filed pursuant to Rule 477(a) under the Securities Act of 1933, as
amended (the "Act") for the purpose of withdrawing the Registrant's Registration
Statement on Form S-1, as amended (No. 333-150051), as declared effective by the
Securities and Exchange Commission (the "Commission") on May 8, 2008, and
deregistering 40,000,000 shares of the $.01 par value common stock (the "Common
Stock"), 15,000,000 rights to purchase shares of Common Stock (the "Rights") and
10,000,000 warrants to purchase shares of Common Stock (the "Warrants") of the
Registrant previously registered. The Registrant has ceased the use of its
offering materials and no securities were sold in connection with this offering.
The Registrant understands that the filing fees it paid will be held by the
Commission pursuant to Rule 477 under the Act and pursuant to Rule 457(p) under
the Act, may be applied to a future registration statement. The Registrant
therefore requests withdrawal of its registration statement and deregistration
of all of the shares of Common Stock, Rights and Warrants pursuant to this
Registration Statement as soon as it is practicable after the filing of this
Post-Effective Amendment No. 2.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Sanford, Florida, on August 1, 2008.
FEDERAL TRUST CORPORATION
By: \s\ Dennis T. Ward
-----------------------------------
Dennis T. Ward
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
*
------------------------------ Chairman of the Board of Directors
Robert G. Cox
\s\ Dennis T. Ward Director, President and Chief August 1, 2008
------------------------------- Executive Officer (Principal
Dennis T. Ward Executive Officer)
\s\ Gregory E. Smith Executive Vice President and Chief August 1, 2008
------------------------------- Financial Officer (Principal
Gregory E. Smith Financial and Accounting Officer)
*
------------------------------ Director
Samuel C. Certo
*
------------------------------ Director
Kenneth W. Hill
*
------------------------------ Director
A. George Igler
*
------------------------------ Director
Eric J. Reinhold
*
------------------------------ Director
Charles R. Webb
* Pursuant to the Power of Attorney filed with the Registration Statement on
Form S-1 for Federal Trust Corporation filed on April 2, 2008.
/s/ Dennis T. Ward August 1, 2008
--------------------------- --------------
Dennis T. Ward
Attorney-in-Fact