Edgar Filing: NEWTEK CAPITAL INC

Filed pursuant to Rule 424(b)(3)
Registration No. 333-63364

33,714 SHARES

NEWTEK CAPITAL, INC.

COMMON STOCK

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This Prospectus relates to the offering of 33,714 shares of our common
stock, par value $0.02 per share. These shares may be sold from time to time by
our current stockholders, who acquired these shares from us in private
placements.

The selling stockholders may sell the shares at prices determined by the
prevailing market price for the shares or in negotiated transactions. We will
not receive any proceeds from the sale of these shares.

Our common stock is traded on the American Stock Exchange under the symbol
"NKC". On June 11, 2001, the last reported sale price of our common stock was
$3.10 per share.

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BEFORE BUYING ANY SHARES YOU SHOULD READ THE DISCUSSION OF MATERIAL RISKS
OF INVESTING IN OUR COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this Prospectus is June 28, 2001

_____________________________

TABLE OF CONTENTS

Page
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Where You Can Find More Information; Incorporation by Reference i
Special Note of Caution Regarding Forward-Looking Statements i
Prospectus Summary 1
Risk Factors 2
Plan of Distribution 9
Selling Stockholders 10
Use of Proceeds 11
Business 12
Market Price and Dividend Information 16
Legal Matters 16
Experts 16

WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE

We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy, upon payment of a fee set by the SEC, any document that we file with the
SEC at its public reference rooms in Washington, D.C. (450 Fifth Street, N.W.,
20549), New York, New York (Seven World Trade Center, 13th Floor, Suite 1300,
10048) and Chicago, Illinois (Citicorp Center, 500 West Madison Street, 14th
Floor, Suite 1400, 60661). You may also call the SEC at 1-800-432-0330 for more
information on the public reference rooms. Our filings are also available to the
public on the Internet, through the SEC's EDGAR database. You may access the
EDGAR database at the SEC's web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this Prospectus the
information we file with them. This means that we can disclose important
business, financial and other information in our SEC filings by referring you to
the documents containing this information. All information incorporated by
reference is part of this Prospectus, unless that information is updated and
superseded by the information contained in this Prospectus or by any information
filed subsequently that is incorporated by reference or by any prospectus
supplement. Any prospectus supplement or any information that we subsequently
file with the SEC that is incorporated by reference will automatically supersede
any prior information that is part of this Prospectus or any prior prospectus
supplement. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the termination of this offering:

. Annual Report on Form 10-KSB for the year ended December 31, 2000.
. Quarterly Report on Form 10-QSB for the three months ended March 31, 2001.
. The description of our Common Stock contained in our Registration Statement
on Form 8-A, dated September 18, 2000, which registered our common stock
under Section 12(b) of the Securities Exchange Act of 1934.

This Prospectus is part of a Registration Statement on Form S-3 we have
filed with the SEC relating to our common stock registered under the Securities
Act of 1933. As permitted by SEC rules, this Prospectus does not contain all of
the information contained in the Registration Statement and accompanying
exhibits and schedules we file with the SEC. You may refer to the registration
statement, the exhibits and schedules for more information about us and our
common stock. The registration statement, exhibits and schedules are also
available at the SEC's public reference rooms or through its EDGAR database on
the internet.

You may obtain a copy of these filings at no cost by writing to us at
Newtek Capital, Inc., 1500 Hempstead Turnpike, East Meadow, NY 11554, Attention:
Ellen Merryman, or by telephoning us at (212) 826-9022. In order to obtain
timely delivery, you must request the information no later than five business
days prior to the date you decide to invest in our common stock.

You should rely only on the information incorporated by reference or
provided in this Prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this Prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of this
Prospectus.

SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS

Certain statements contained in (i) this Prospectus, (ii) any applicable
prospectus supplement and (iii) the documents incorporated by reference into
this Prospectus, may constitute "forward-looking statements within the meaning
of the federal securities laws. Forward-looking statements are based on

-i-

our management's beliefs, assumptions and expectations of our future economic
performance, taking into account the information currently available to them.
These statements are not statements of historical fact. Forward-looking
statements involve risks and uncertainties that may cause our actual results,
performance or financial condition to be materially different from the
expectations of future results, performance or financial condition we express or
imply in any forward-looking statements. Some of the important factors that
could cause our actual results, performance or financial condition to differ
materially from our expectations are:

. The performance of our partner companies, aspects of which are outside our
control.

. Losses by the capcos due to investments in riskier early-stage and start up
businesses could make it significantly more difficult for the capcos to meet
minimum state statutory investment benchmarks and thus subject the capcos to
decertification and further financial loss.

. The degree and nature of our competition and that of our partner companies.

. The lack of widespread acceptance of the commercial use of the Internet.

. Our ability, and that of our partner companies, to attract and retain key
managerial and technical personnel.

. Changes in government regulation of our business and those of our partner
companies.

When used in our documents or oral presentations, the words "anticipate",
estimate", "expect", objective", "projection", "forecast", "goal", or similar
words are intended to identify forward-looking statements. We qualify any such
forward-looking statements entirely by these cautionary factors.

-ii-

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this Prospectus.
It is not complete and does not contain all of the information that you should
consider before investing in the shares. You should read the entire Prospectus
carefully and you should consider the information set forth under "Risk
Factors".

We use the term "our" or "the Company" to refer to Newtek Capital, Inc., a
business corporation organized under New York law.

THE COMPANY

Newtek Capital, Inc. resulted from the combination of the businesses
previously owned by BJB Holdings, Inc. and REXX Environmental Corporation. This
combination was closed on September 19, 2000 and followed the approval of the
transaction by the stockholders of both companies. Prior to the combination,
the principal operating business of REXX was sold, and the Company is the BJB
businesses under its own name. For ease of reference in this document, we refer
to "Newtek" and the "Company" to include both the business of BJB prior to
September 19, 2000 and of Newtek Capital, Inc. following that date.

The Company's business originated in 1998 in the organization and operation
of what are now seven certified capital companies, or "capcos". Since 1998, the
business of Newtek has focused on the deployment of these capco funds and the
receipt of related tax credit income described below. In this process, Newtek
has determined that the capcos provide a base for the structuring, development
and acquisition of further businesses, particularly early-stage, technology-
oriented companies focused on Internet related commerce, or "e-commerce." Since
the last quarter of 1999, the Company has been working to expand its business
development activities, and its goal is to be a premier business partner for its
acquired or affiliated companies by helping them implement their business
strategies in a manner consistent with Newtek's objectives. Through the capco
programs and otherwise, the Company is operating as a holding company for a
network of partner companies in a collaborative and coordinated effort to
develop successful businesses in a number of existing as well as emerging,
technological business lines.

The management of the Company believes that there will be substantial long-
term growth in business-to-business e-commerce that creates significant market
opportunities for well positioned, managed and funded emerging companies. Many
new companies, including spin-offs from traditional businesses, are currently
being formed and funded to develop technologies and solutions to support the new
business-to-business e-commerce market. Business-to-business solutions are
being rapidly adopted to facilitate the continuous flow of information among
business partners, to large customer audiences, and to allow businesses to
interact more efficiently with suppliers, distributors, and service providers.
The Company, through its network of partner companies, is participating in this
industry.

In addition, the Company seeks to identify business opportunities in less
technologically-oriented areas with strong fundamentals in products and or
markets, particularly those as to which the application of e-commerce
technology, or the other business development services which could be provided
by the Company, would provide a material improvement in results.

To date, the majority of Newtek's acquisitions and other business
development efforts have been undertaken through the capcos that the Company
controls. As of March 31, 2001, Newtek had provided business development
services, including in some cases funding, for 25 companies, of which 11 are
majority owned or primarily controlled and represent $15,349,162 or 82% of its
capco qualified investments and 81% of its investments other than Government
securities.

HOW TO CONTACT US

Our principal executive offices are located at 1500 Hempstead Turnpike,
East Meadow, New York 11554, and our telephone number is (516) 390-2260. We
were incorporated in 1999 in New York.

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-1-

RISK FACTORS

In addition to the other information in this Prospectus, you should
carefully consider the following factors in evaluating an investment in the
shares of our common stock.

Risks relating to Us:
---------------------

This section describes risks relating to us and our business operations. Other
material risks relating to our partner companies and to the Internet industry
are more fully described below under "Risks relating to our Partner Companies"
and "Risks Relating to the Internet Industry".

Because we have a limited operating history, your investment decision will be
based on limited available information.

We have primarily engaged in the creation and operation of certified
capital companies, or capcos, and have a limited operating history as a holding
company upon which you may evaluate our business and prospects. Our business
and prospects must be considered in view of the risk, expense and competition
frequently encountered by companies in early stages of development, particularly
companies in new and rapidly evolving markets such as e-commerce.

Despite net income for the quarters ended December 31, 2000 and March 31, 2001,
we incurred a net loss of approximately $3,425,000 for year ended December 31,
2000, and there is a risk that we and our partner companies may never become
profitable.

There is a risk that we and our partner companies may never become
profitable. We incurred a net loss of approximately $3,425,000 for the year
ended December 31, 2000, despite net income of approximately $576,000 in the
fourth quarter of 2000 and approximately $760,000 in the first quarter of 2001.
In addition, we reported negative cash flows from operating activities for each
of years ended December 31,1999 and 2000. Our partner companies are, and we
expect that our future partner companies will be, in early stages of development
and will have limited or no revenues. Because e-commerce companies, even if
successful, typically generate significant losses while they grow, we do not
expect our partner companies to generate income for the foreseeable future, and
they may never generate income. Further, the income, if any, generated by
partner companies may be offset by losses of other partner companies. Moreover,
the continuing acquisition by us of interests in early-stage partner companies
may further delay profitability. Our short-term success will depend heavily on
the operations of our capcos.

Because we are significantly smaller than many of our competitors, we may lack
the financial resources needed to capture increased market share or expand our
business.

Many of our current and potential competitors have longer operating
histories, greater name recognition and substantially greater operational,
financial, marketing and other resources than the Company. If capital markets
were to weaken for an extended period of time, our larger competitors might
then, in part due to having greater financial resources, have easier access to
expand their businesses. Therefore, they may be able to respond more quickly
than we can to new or changing opportunities, technologies, standards or
customer requirements.

If we cannot acquire interests in partner companies, our business strategy will
fail.

If we cannot acquire interests in attractive partner companies our business
strategy will not succeed. We may be unable to acquire an interest in
businesses for a number of reasons, including:

. lack of sufficient capital;

-2-

. failure to agree on terms of the acquisition, such as extent or price of
acquisition;

. competition from other acquirers;

. unwillingness of the target company to partner with us; or

. incompatibility of vision and strategy between us and the management of a
target company;

These factors create the possibility that our opportunities to acquire
interests in new partner companies may be limited, in which case our business
strategy would fail.

The value of our common stock would likely be adversely impacted by the negative
performance of our partner companies, aspects of which may be outside our
control.

Each of our partner companies may be impacted by economic, governmental,
industrial and internal company factors outside our control. If our partner
companies do not succeed, the value of our assets and the price of our stock
would decline.

Because our capcos are subject to various state law requirements, a failure of
any of them to meet these requirements could subject the capco and our
stockholders to serious financial consequences.

Involuntary decertification of all or substantially all of our capcos would
result in material loss to the Company and its stockholders. In general, capcos
issue debt and equity instruments, generally warrants, to insurance company
investors and the capcos then acquire interests in companies in accordance with
applicable state statutes. In return, the states issue tax credits to the
capcos, which are available to and used by the insurance company investors to
reduce their state tax liabilities. In order to maintain its status as a capco
and to avoid the recapture of the tax credits granted, each capco must meet a
number of state requirements. A key requirement in order to continue capco
certification is that a capco must comply with minimum investment schedules that
benchmark both the timing and type of required investments. A final involuntary
loss of capco status, that is decertification as a capco, will result in loss of
the tax credits for us and our insurance investors and have a serious negative
impact on our business strategy.

Losses by the capcos due to investments in riskier early-stage, start up and
potentially high growth businesses could make it significantly more difficult
for the capcos to meet minimum state statutory investment benchmarks and thus
subject the capcos to decertification as a capco and further financial loss.

In accordance with our investment objectives, the Company and the capcos
will acquire interests in early-stage, technology-oriented companies which are
riskier than some other investments. If significant losses occur due to these
investments, one or more of the capcos could find that it has diminished
resources with which to meet applicable minimum investment benchmarks. If we
fail to meet minimum investment benchmarks it is likely that the capco's
certified status would be withdrawn and our stockholders would experience
significant losses. Decertification could require that the capco make
compensatory payments to its investors or suffer the assumption of control of
the capco by the capco's financial insurer.

In the event of a threat of decertification by a state, the capco financial
insurer is authorized (absent appropriate corrective action by the capco) to
assume up to complete control of a capco which would likely result in financial
loss to the capco and possibly us and our stockholders.

-3-

Under the terms of insurance policies purchased by the capcos for the
benefit of the investors, the capco insurer is authorized, in the event of a
threat of decertification by a state, and absent appropriate corrective action
by the capco, to assume up to complete control of a capco so as to avoid final
decertification and interest payments. While avoiding final decertification,
control by the insurer would result in significant disruption of the capco's
business and likely result in financial loss to the capco and possibly us and
our stockholders.

In the absence of funds from sources other than the capcos, our ability to make
investments in partner companies will be limited to those permissible to the
capcos.

Absent other funding sources, our ability to invest in or acquire partner
companies is limited to investments permissible to the various capcos. This
limitation may require us to forego attractive or desirable partner company
investments, which could adversely affect or prevent implementation of our
business strategy. In the programs under which the capcos operate, investments
by a capco may only be made in the state in which the particular capco operates
and the target company must meet certain requirements, as to size, employment of
state residents and possible relocation.

In the absence of the adoption of new capco programs, we will be unable to
derive any new income from tax credits, which to date represents substantially
all of our income.

Virtually all of our income for the years ended December 31, 1999 and
December 31, 2000, was derived from the recognition of income related to tax
credits available under current certified capital company programs. We will
recognize additional income related to tax credits over the next four to ten
years from these programs. Thereafter, unless additional capco programs are
adopted and we are able to participate in them, we will derive no income from
additional capco programs. The adoption of new state capco programs in the
future could be materially and adversely affected by adverse changes in the
current relatively good economic conditions. When an adverse change occurs, the
willingness of state governments to provide capco tax credits would likely be
materially diminished. This could have a material adverse affect on the
Company.

Because our method of recognition of income derived from the capco tax credits
causes most or all such income to be received in the first five (5) years of the
programs, in the absence of income from other sources, the Company and its
capcos could sustain material losses in later years.

In all capco programs, we recognize the majority of our income from the tax
credits in the first five years of the ten-year programs. In the absence of
income from other sources, we and our capcos would likely sustain material
losses. Although we will not be recognizing tax credit income in the second
half of the ten-year program, we will continue to incur costs for the
administration of the capcos.

Because our business strategy requires partner companies to share relevant
information which may be confidential, we and competing partner companies may be
unable to benefit from the sharing of relevant information, and our business
strategy may be negatively affected.

Our business strategy depends in part on our ability to share relevant
information within our network of partner companies, while at the same time
maintaining appropriate confidentiality. There could arise a situation where we
compete with some of our partner companies or some of our partner companies
compete with each other. If competition develops among our partner companies,
we and our partners may be unable to benefit fully from the sharing of
information. If we cannot convince partner companies of the value of this
business model, our ability to attract new companies may be adversely affected,
and our strategy of building a collaborative network may not succeed.

Because we depend on our ability and the ability of our partner companies to
attract and retain key personnel, any loss of, or inability to attract these
personnel could adversely affect us.

-4-

Our success depends upon the continued service of each member of our senior
management and upon our ability and the ability of our partner companies to
attract and retain qualified personnel. Competition for qualified employees is
intense. If we or our partner companies lose the services of key personnel or
officers, or are unable to attract additional qualified personnel, the business,
financial condition, results of operations and cash flows of us or one or more
of our partner companies, could be materially adversely affected. It can take a
significant period of time to identify and hire personnel with the combination
of skills and attributes required in carrying out our strategy. We have
employment agreements only with Messrs. Sloane, Wasserman and Rubin, and we do
not currently maintain key-man life insurance policies on any of these
individuals.

Because expenses are expected to increase as we build an infrastructure and
implement our business strategy, we may incur additional losses in the future.

Because our expenses are expected to increase as we build an infrastructure
and implement our business strategy, we will likely incur significant additional
losses in the near future. We expect the additional expenses to result
primarily from our plans to:

. expand existing systems;
. broaden partner company support capabilities;
. continue to explore acquisition opportunities and alliances; and
. facilitate business arrangements among partner companies.

If we are deemed to be an investment company under the Investment Company Act of
1940, we will not be able to execute successfully our business strategy.

There is a risk that the Securities and Exchange Commission or a court
might conclude that we fall within the definition of investment company, and
unless an exclusion were available, we would be required to register under the
Investment Company Act of 1940. Compliance with the Investment Company Act, as
a registered investment company, would cause us to alter significantly our
business strategy, impair our ability to operate as planned and seriously harm
our business. If we fail to comply with the requirements of this Act, we would
be prohibited from engaging in business or selling securities, and could be
subject to civil and criminal actions for doing so. In addition, our contracts
would be voidable and a court could appoint a receiver to take control of and
liquidate our business. However, registration under the Investment Company Act
would make us subject to the significant operations which are inconsistent with
our strategy of participating in the management and development of partner
companies.

The SEC has adopted Rule 3a-1 that provides an exclusion from registration
as an investment company if a company meets both an asset and an income test and
is not otherwise primarily engaged in an investment company business by, among
other things, holding itself out to the public as such or by taking controlling
interests in companies with a view to realizing profits through subsequent sales
of these interests. A company satisfies the asset test of Rule 3a-1 if it has
no more than 45% of the value of its total assets (adjusted to exclude U.S.
Government securities and cash) in the form of securities other than interests
in majority-owned subsidiaries and companies which it primarily and actively
controls. A company satisfies the income test of Rule 3a-1 if it has derived no
more than 45% of its net income for its last four fiscal quarters combined from
securities other than interests in majority owned subsidiaries and primarily and
actively controlled companies.

If to avoid registration under the Investment Company Act we are forced to sell,
buy or retain certain assets that we would not otherwise sell, buy or retain,
the successful execution of our business strategy may be delayed or prevented
and the strength of our collaborative network could be adversely affected.

To avoid registration under the Investment Company Act, we may need to sell
assets which we would otherwise want to retain and may be unable to sell assets
which we would otherwise want to sell. If

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we were forced to sell assets, we may not receive maximum value for our
interest. If we were forced to acquire additional, or to retain existing,
income-generating or loss-generating assets which we would not otherwise have
acquired or retained, we may need to forego opportunities to acquire interests
in attractive companies that would benefit our business. If we were forced to
sell, buy or retain assets in this manner, we may be prevented from successfully
executing our current business strategy and the strength of our collaborative
network could be adversely affected.

Our ability to sell partner company interests to generate income or to
avoid regulation under the Investment Company Act may be limited especially
where there is no public market for a partner company's stock. Market,
regulatory, contractual and other conditions largely beyond our control will
affect:

. our ability to sell our interests in partner companies;
. the timing of these sales; and
. the amount of proceeds from these sales.

If we divest all or part of our interest in a partner company, we may not
receive maximum value for that interest, and we may sell the interest for less
than the amount we paid to acquire it or at less than its maximum value. Even
if a partner company has publicly-traded stock, we may be unable to sell our
interest in that company at then-quoted market prices. In addition, we may be
required to buy assets in order to avoid excessive income from non-controlled
businesses, or we may be required to ensure that we retain a more than 25%
ownership interest in a partner company after an equity offering.

Risks relating to our Partner Companies
---------------------------------------

Because we acquire interests in private, non-reporting early stage and start-up
companies, stockholders will have limited or no information about the operations
and financial results of these companies.

Separate financial statements or additional disclosure relating to the
partner companies will be provided by us only to the extent required by
applicable accounting requirements and may not be otherwise available to
stockholders. Stockholders may have difficulty evaluating the results of our
individual partner companies. If our strategy does not result in successful
business ventures, the value of our assets and the price of our common stock
would likely decline. This risk is increased due to our plan to concentrate on
the acquisition of early-stage, technology-oriented companies.

If the Company and its partner companies are unable to obtain the resources
required by the partner companies for their growth and development, the partner
companies will be highly susceptible to failure, which would directly affect our
profitability and value.

If the Company and its partner companies are unable to obtain the resources
the partner companies require for their growth and development, the partner
companies will be highly susceptible to failure, which would directly affect our
profitability and value. Early-stage businesses often fail due to their limited
material and human resources. The success of our business model is dependent
upon the ability of the partner companies, with assistance from us, to arrange
for the managerial, capital and other resources which they usually require in
order to become and remain profitable.

Our partner companies may fail if their competitors provide superior Internet-
related offerings or continue to have greater resources.

Competition for Internet products and services is intense, and is expected
to continue to intensify. Barriers to entry are minimal, and competitors can
offer products and services at a relatively low cost. Our partner companies'
competitors may develop Internet products or services that are superior to, or
have

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greater market acceptance than, the solutions offered by our partner companies.
If our partner companies are unable to compete successfully against their
competitors, they will likely fail.

Many of our partner companies' competitors have greater brand recognition
and greater financial, marketing and other resources than its partner companies.
As a result, our partner companies may be at a disadvantage in responding to
competitors' initiatives.

We may require additional capital beyond the capco programs, which may not
be available on satisfactory terms, or at all.

To the extent permissible under applicable state laws, we intend to utilize
the capco programs to fund the growth and operations of our partner companies.
If these funds are not available or are available but not sufficient, the
Company or its partner companies will have to access the private or public
capital markets from which they, as new and unprofitable Internet and high
technology companies, may be excluded. In recent months, the capital markets
for Internet and high technology companies generally have weakened and may
remain so for an extended period of time. If access to these markets is not
available or is available but on unacceptable terms, the Company and its partner
companies may lack the funds necessary to expand their operations, become
profitable or execute their business strategy. The inability to raise funds in
the capital markets may result in a material loss to us and our partner
companies.

To the extent that our partner companies grow rapidly, and as we acquire more
and larger interests in partner companies, the resources we allocate to assist
our partner companies may become strained.

We have made a number of strategic acquisitions, and we intend to continue
to make acquisitions in furtherance of our business plan. We may not, however,
be able to identify or complete acquisitions that we believe will achieve these
goals at prices that we deem acceptable. Additionally, each acquisition
involves a number of risks. These risks include:

. the diversion of our management's attention to the assimilation and
ongoing assistance with the operations and personnel of the acquired
business, which could strain the management resources we have available;

. the potential for our partner companies to grow rapidly and adversely
effect our ability to assist our partner companies as intended;

. possible adverse effects on our results of operations; and

. possible inability by us to achieve the intended objective of the
acquisition.

Any strain on our ability to assist our partner companies as intended or to
successfully acquire and integrate businesses under our business plan would
likely have a negative impact on our operations.

Risks Relating to the Internet Industry
---------------------------------------

Concerns regarding security of transactions and transmitting confidential
information over the Internet may result in a loss of business and potential
legal expenses.

We believe that concerns regarding the security of confidential information
transmitted over the Internet prevent many potential customers from engaging in
online transactions. If our partner companies that depend on online
transactions do not add sufficient security features to their future product
releases, their products may not gain market acceptance or there may be
additional legal exposure to them.

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The infrastructure of each partner company is potentially vulnerable to
physical or electronic break-ins, viruses or similar problems. If a person
circumvents the security measures imposed by any one of our partner companies,
he or she could misappropriate proprietary information or cause interruption in
operations of the partner company. Security breaches that result in access to
confidential information could damage the reputation of any one of our partner
companies and expose the partner company affected to a risk of loss or
liability. Some of our partner companies may be required to make significant
investments and efforts to protect against or remedy security breaches.
Additionally, as e-commerce becomes more widespread, our partner companies'
customers will become more concerned about security. If our partner companies
are unable to address these concerns adequately, they may be unable to sell
their goods and services.

Rapid technological changes may prevent our partner companies from remaining
current with their technical resources and maintaining competitive product and
service offerings.

The markets in which our partner companies operate are characterized by
rapid technological change, frequent new product and service introductions and
evolving industry standards. Significant technological changes could render
their existing Web site technology or other products and services obsolete. The
e-commerce market's growth and intense competition exacerbate these conditions.
If our partner companies are unable to respond successfully to these
developments or do not respond in a cost-effective way, our business, financial
condition and operating results will be adversely affected. To be successful,
our partner companies must adapt to their rapidly changing markets by
continually improving the responsiveness, services and features of their
products and services and by developing new features to meet the needs of their
customers. Our success will depend, in part, on our partner companies' ability
to license leading technologies useful in their businesses, enhance their
existing products and services and develop new offerings and technology that
address the needs of their customers. Our partner companies will also need to
respond to technological advances and emerging industry standards in a cost-
effective and timely manner.

The success of some of our partner companies depends on the development of the
Internet, which is uncertain.

If widespread commercial use of the Internet does not develop, or if the
Internet does not develop as an effective medium for providing products and
services, some of our partner companies may not succeed.

Our long-term success with certain partner companies depends on widespread
market acceptance of the Internet. A number of factors could prevent acceptance
of the Internet, including:

. the unwillingness of businesses to shift from traditional processes to
e- commerce processes;
. the necessary network infrastructure and telecommunications services for
substantial growth in usage of e-commerce may not develop adequately;
. increased government regulation or taxation of e-commerce may adversely
affect its viability; and
. the security of e-commerce transactions.

Government regulations and legal uncertainties may place financial burdens on
our business and the businesses of our partner companies.

There are currently few laws or regulations directed specifically at e-
commerce. However, because of the Internet's popularity and increasing use, new
laws and regulations may be adopted. These laws and regulations may cover
issues such as the collection and use of data from Web site visitors and related
privacy issues, pricing, content, copyrights, online gambling, distribution and
quality of goods and services. The enactment of any additional laws or
regulations may impede the growth of the Internet and e-commerce, which could
decrease the revenue of our partner companies and place additional financial
burdens on our business and the businesses of partner companies.

-8-

PLAN OF DISTRIBUTION

We are registering all 33,714 shares on behalf of the selling stockholders.
The selling stockholders named in the table below or pledgees, donees,
transferees or other successors-in-interest selling shares received from the
named selling stockholders as a gift, partnership distribution or other non-
sale-related transfer after the date of this Prospectus may sell the shares from
time to time. The selling stockholders may also decide not to sell all the
shares they are allowed to sell under this Prospectus. The selling stockholders
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The sales may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling stockholders may effect such transactions
by selling the shares to or through broker-dealers. Our common stock may be sold
by the selling stockholders in one or more of, or a combination of, the
following transactions:

. a block trade in which the broker-dealer so engaged will attempt to sell
our common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction,

. purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus,

. an exchange distribution in accordance with the rules of such exchange,

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and

. in privately negotiated transactions.

To the extent required, this Prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other broker-
dealers to participate in the resales.

The selling stockholders may enter into hedging transactions with broker-
dealers in connection with distributions of our common stock or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholders. The
selling stockholders also may sell shares short and redeliver our common stock
to close out such short positions. The selling stockholders may enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of our common stock. The broker-dealer may then resell or
otherwise transfer such shares pursuant to this Prospectus. The selling
stockholders also may loan or pledge the shares to a broker-dealer. The broker-
dealer may sell our common stock so loaned, or upon a default the broker-dealer
may sell the pledged shares pursuant to this Prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders. Broker-
dealers or agents may also receive compensation from the purchasers of our
common stock for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
our common stock. Broker-dealers or agents and any other participating broker-
dealers or the selling stockholders may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act of 1933 in connection with
sales of the shares. Accordingly, any such commission, discount or concession
received by it and any profit on the resale of our common stock purchased by it
may be deemed to be underwriting discounts or commissions under the Securities
Act of 1933. Because a selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholders will be subject to the prospectus delivery requirements of the
Securities Act of 1933. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 promulgated under the Securities Act
of 1933 may

-9-

be sold under Rule 144 rather than pursuant to this Prospectus. The selling
stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities. There is no underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
stockholders.

Our common stock will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in
certain states our common stock may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in the distribution of our common stock may not
simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of such
distribution. In addition, the selling stockholders will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the associated
rules and regulations under the Securities Exchange Act of 1934, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling stockholders. We will make copies of
this Prospectus available to the selling stockholders and have informed them of
the need for delivery of copies of this Prospectus to purchasers at or prior to
the time of any sale of our common stock.

We will file a supplement to this Prospectus, if required, pursuant to Rule
424(b) under the Securities Act of 1933 upon being notified by the selling
stockholders that any material arrangement has been entered into with a broker-
dealer for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer. Such
supplement will disclose:

. the name of such selling stockholder(s) and of the participating broker-
dealer(s),

. the number of shares involved,

. the price at which such shares were sold,

. the commissions paid or discounts or concessions allowed to such broker-
dealer(s), if any,

. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this Prospectus,
and

. other facts material to the transaction.

We will bear all costs, expenses and fees in connection with the
registration of our common stock. The selling stockholders will bear all
commissions and discounts, if any, attributable to the sales of the shares. The
selling stockholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act of 1933.

SELLING STOCKHOLDERS

The following table sets forth the name of the selling stockholders, the
number of shares owned by the selling stockholders as of June 18, 2001, and the
number of shares of our common stock expected to be owned by selling
stockholders after this offering is completed. The number of shares in the
column "Number of Shares Being Offered" represents all of the shares the selling
stockholders may offer under this Prospectus. We do not know how long the
selling stockholders may offer under this Prospectus. We do not know how long
the selling stockholders will hold the shares before selling them, and we
currently have no agreements, arrangements or understandings with the selling
stockholders regarding the sale of

-10-

any of the shares. The shares being offered by this Prospectus may be offered
from time to time by the selling stockholders named below.

Shares Beneficially
Owned Shares Beneficially Owned
Name of Prior to Offering Number of Shares Owned After Offering
------------------------- -----------------------------
Stockholders Number Percent Being Offered Number Percent
----------------------------------------------------------------------------------------------------------------------------

Stifel, Nicholaus & Company 20,000 * 20,000 -- --
Cameron & Associates, Inc. 13,714 * 13,714 -- --

* Less than 1 percent.
USE OF PROCEEDS

Newtek Capital, Inc. will not receive any of the proceeds from the sale of
the shares by the selling stockholders.

-11-

BUSINESS

Overview and Business Strategy

The management of the Company believes that there will be substantial long-
term growth in business-to-business e-commerce that creates significant market
opportunities for well positioned, managed and funded emerging companies. Many
new companies, including spin-offs from traditional businesses, are currently
being formed and funded to develop technologies and solutions to support the new
business-to-business e-commerce market. Business-to-business solutions are
being rapidly adopted to facilitate the continuous exchange of information among
business partners, to large customer audiences, and to allow businesses to
interact more efficiently with suppliers, distributors, and service providers.
The Company, through its network of partner companies, is participating in this
industry.

In addition, the Company seeks to identify business opportunities in less
technologically-oriented areas with strong fundamentals in products and or
markets. Particularly, those as to which the application of e-commerce
technology, or the other business development services which could be provided
by the Company, would provide a material improvement in results.

During the May 2001 Newtek acquired two new partner companies. The first,
Universal Processing Services, LLC is an investment of $3.6 million made by the
newest of Newtek's New York certified capital companies. Universal is a partner
company due to Newtek's ownership of 60% of the equity and day-to-day
participation in the management of the company. Universal is a full service
integrator of electronic processing systems and solutions. It offers credit
card processing, debit and check card processing, smart card acceptance,
customized gift card programs, electronic benefits transfers, check guarantee
and conversion and automated teller machines. Newtek and its associates in this
business intend to participate in the operations of this business for the
foreseeable future and to provide other partner companies with its services in
appropriate areas and to benefit from the collaborative network.

In addition, Newtek's Florida capco invested $2.7 million in May 2001 in
Group Management Technologies, LLC. This is a business which provides high
quality and cost effective solutions to support or complete a company's
financial, operational and management systems and requirements. In exchange for
its investment, Newtek received a 50% ownership interest along with 2 of 4 board
seats. Newtek management anticipates that the funding provided to the Company
will enable Newtek to increase the efficiency of Newtek's partner companies by
establishing uniform reporting systems and enhancing

-12-

Newtek's ability to track their performance on a monthly basis. This investment
significantly enhances Newtek's ability to monitor accounts payable, cash
positions, payroll, capital expenditures, accounts receivables and other expense
line items of each of its participating partner companies and other investments
on a real time basis.

Certified Capital Companies

Overview. A capco is a "certified capital company," either a corporation
or a limited liability company, established in and chartered by one of the five
states currently with authorizing legislation (Florida, Louisiana, Missouri, New
York and Wisconsin). A capco will issue debt and equity instruments exclusively
to insurance companies, and the capcos then are authorized, under the respective
state statutes, to make targeted acquisitions of interests in companies which
may be majority owned or primarily controlled by the capcos after the
acquisition is consummated.

The Role of capcos in the Company's Business Strategy. Management of the
Company has determined that the features of the capco programs facilitate the
use of the capco funds in the support of its development as the holding company
for a network of collaborative businesses focused on technology and e-commerce.
For example, the business plan for a capco in the State of Louisiana must
----
contain a mission statement described as follows.

"The mission statement shall state that the [capco's] purpose is to
encourage and assist in the creation, development, and expansion of
Louisiana businesses and to provide maximum opportunities for the
employment of Louisiana residents, by making equity investments, or
financing assistance as a licensed [capco], available to Qualified
Louisiana Businesses as stated under [applicable statutes]."

The authorizing statutes in each of the states in which the Company
operates explicitly allow and encourage the capcos to take equity interests,
which may include majority or controlling interests, in companies pursuant to
the programs. Consequently, the Company may, consistent with its business
objectives, acquire interests in companies through its capcos and provide
management and other services to these companies as parts of its collaborative
network. The Company intends the interests of each of its capcos to consist
mainly of interests in majority-owned or primarily controlled partner companies,
as it does currently with a substantial majority of its placed funds.

The Capco Programs; Tax Credits. In return for making investments in the
targeted companies, the states provide tax credits which are available for use
by insurance companies that provide the funds to the capcos to reduce the
insurance companies' state tax liabilities. In order to maintain its status as
a capco, and to avoid the recapture or forfeiture of the tax credits, each capco
must meet a number of specific investment requirements, including a minimum
investment schedule. A final loss of capco status, that is decertification as a
capco, results in loss or possible recapture of the tax credit. The agreements
entered into by the Company's capcos with their funding insurance companies
provide, in the event of decertification, for payments by the capco or, as
described below, by the capco insurer to the insurance companies in the nature
of compensatory payments to replace the lost tax credit.

Investment Requirements. Each of the state capco programs has a
requirement that a capco, in order to maintain its certified status, must meet
certain investment benchmarks. For example, in New York the capco must invest
at least 25% of its "certified capital" (the amount of the original funding of
the capco by the insurance companies) by 24 months from the initial investment
date, and 40% by 36 months and 50% by 48 months. The various states, which
administer these programs through their insurance, banking or commerce
departments, conduct periodic reviews and on site examinations of the capcos in
order to verify that the capcos have met applicable investment requirements and
are otherwise acting in conformance with the statutes and rules. Requirements
include limitations on the initial size of the recipients of the capco funds,
including the number of their employees, the location within the respective
state of the recipients and the recipients' commitment to remain therein for a
specified period of time, the

-13-

types of business conducted by the recipients (which generally exclude real
estate, financial services, and professional services such as medical or legal
practices), and the terms of the investments in the recipients. All of the capco
programs permit the capcos to take majority or controlling interests in
companies or joint ventures, as the Company has done and intends to continue to
do in appropriate situations consistent with its strategy to invest in or
acquire companies which add to its collaborative network. capcos are required to
maintain detailed records so as to demonstrate to state examiners compliance
with all applicable requirements.

Capco Insurance. Under the terms of the insurance purchased by the capcos
for the benefit of their insurance company investors, the capco insurer assumes
the obligation to repay the insurance companies the principal amount of their
debt as well as make compensatory payments in the event of a loss of the
availability of the related tax credits. The capco insurer, an international
insurance company with a AAA credit rating, would be authorized, in the event of
a threat of or final decertification by a state, to assume partial or complete
control of the business of the capco so as to ensure compliance with investment
requirements or other requirements. This would likely avoid final
decertification and the necessity of insurance or interest payments. However,
control by the insurer would also result in significant disruption of the
capco's business and likely result in significant financial loss to the capco.
Decertification would also likely impair the Company's ability to obtain
certification for capcos in additional states as legislation makes other
opportunities available. In order to address this risk of decertification,
which may be eliminated entirely in all states in which the Company now operates
by meeting a 100% of capital investment threshold, the Company has structured
its investment program as aggressively as is consistent with safe and sound
operations to meet the investment benchmarks as early as possible. The detail
of these investments is set out in the Notes to the Company's financial
statements, which are included with this proxy statement/prospectus.

During 2000, Newtek established three new capcos, Wilshire New York
Advisors II, LLC, Wilshire Louisiana Partners II, LLC and Wilshire New York
Partners III, LLC. These companies received a total of $56.5 million in funding
from 13 insurance companies during 2000.

The Company's Ability to Compete. The Company's capcos have competed in
their offerings with the four or five other capcos sponsored by various national
financial organizations as well as those locally sponsored companies in one or
another state. The Company's management believes it has been successful in
raising funds because of:

. the manner in which it has structured the participation by the insurance
companies;

. the insurance which it has been able to obtain to cover the loss of the
tax credits and the obligation to repay principal;

. the previous business experience of its principals;

. the national marketing of its product; and

. the extensive contacts which its management has as a result of previous
experience in the financial community.

The Company has structured these securities as debt instruments and
warrants for participation in the equity of the particular capco. The warrants
issued by each capco entitle the holders to between 4% and 20% of the equity of
the particular capco at a nominal exercise price. The warrants have a 10-year
term but are not exercisable for 5 years from issue and presently are not
exchangeable for any securities other than the particular capcos. The warrants
do not provide for any control over the capcos' operations; any such control by
an insurance company would be in violation of the state capco statutes.

-14-

These capco programs are, in the view of the Company's management, a
complement to the Company's long-term strategy to develop and hold a majority
position in or control of early-stage companies principally focused on
technology, particularly the Internet and e-commerce. A significant factor in
evaluating potential acquisition opportunities is a candidate's ability to
support and help other partner company operations. All current capco statutes
permit equity as well as debt investments, and seek to have the capco management
provide more than simply investment capital to the emerging businesses in the
state. Based upon the experience of it management, the Company determined early
in the operations of the capcos that the targeted new and small businesses
required much more than just the funds available in the capcos. These
businesses also require and the Company has provided administrative, managerial,
technical, legal and financial management help in structuring and building the
businesses. All three of the principal stockholders of the Company have direct
and in-depth experience with early-stage businesses. This hands-on management
approach of the Company facilitates the accomplishment of the general objectives
of the capco programs of economic development, while at the same time permitting
the Company, through its capcos, to develop a network of long-term and
synergistic investments in related, partner companies.

Partner Companies

Majority-owned or Primarily Controlled Partner Companies. Newtek refers to
its "partner companies" as those companies in which it owns 50% or more of the
outstanding voting securities, or "majority-owned partner companies," and those
companies in which it owns more than 25%-but less than 50% of the outstanding
securities, and exercises more control over the company than any other
stockholder, or "primarily controlled partner companies." The Company provides
its partner companies business development services, funding and active
participation in management. However, the Company does not act as an agent or
legal representative for any of its partner companies, the Company have the
power or authority to bind them legally, and does not generally have the types
of liabilities for its partner companies that a general partner of a partnership
would have. Currently, all of the investments in the partner companies are
accounted for under the equity method of accounting. See Note 1 of Notes to
Consolidated Financial Statements.

At March 31, 2001, the Company had ten consolidated, majority-owned or
primarily controlled partner companies, all of which were as a result of
investments through the capco programs. These companies were CB Real Net, LLC,
Merchant Data Systems Sales & Marketing, LLC, DTE Technologies, LLC, Starphire
Technologies, LLC, NicheDirectories, LLC, AIDA, LLC, PPM Link, LLC, Universal
Processing Services, LLC, Group Management Technologies, LLC and Direct
Creations, LLC and represent a total investment as of March 31, 2001 of
$15,349,162 or 82% of its capco qualified investments. In addition to these
partner companies, at March 31, 2001, Newtek had 14 other capco-qualified
investments, which were not partner companies, and which represented a total
investment of $3,383,069, or 18% of its capco qualified investments. All
qualified capco investments at March 31, 2001 totaled $18,732,231.

For majority-owned partner companies, Newtek will generally actively direct
much of their operating activities. For primarily-controlled partner companies,
Newtek will generally have significant involvement in and influence over their
operating activities, including rights to participate in material management
decisions. For those companies in which Newtek's equity ownership and voting
power is less than 25%, Newtek is generally not actively involved in their
management or day-to-day operations, but offers them advisory services or
assistance with particular projects, as well as the collaborative services of
its network of companies. In pursuing business objectives, Newtek intends to
hold a decreasing portion of its total assets in companies in which it has
voting power of less than 25%.

-15-

MARKET PRICE AND DIVIDEND INFORMATION

The following table sets forth, for the periods indicated, the high and low
closing sales prices of the common stock as reported on the American Stock
Exchange since the Company's listing on the Exchange. These prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

Price Range

-------------------------------------------------------------------------------
Period High Low
------ ---- ---

Third Quarter: September 20, 2000 $6.38 $6.00
through September 30, 2000
-------------------------------------------------------------------------------
Fourth Quarter: October 1, 2000 $5.75 $2.88
through December 31, 2000
-------------------------------------------------------------------------------
First Quarter: January 1, 2001 $5.75 $2.88
through March 31, 2001
-------------------------------------------------------------------------------
Second Quarter: April 1, 2001 $3.75 $2.75
Through June 18, 2001
===============================================================================

LEGAL MATTERS

Cozen and O'Connor, Washington, D.C., will pass on the validity of our
common stock being registered.

EXPERTS

The consolidated financial statements of Newtek Capital, Inc. and
subsidiaries as of December 31, 2000 and December 31, 1999, and for each of the
years then ended, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of PricewaterhouseCoopers
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.

-----------------------------------------------------------------
-----------------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL,
AND SEEKING OFFERS TO BUY SHARES OF NEWTEK CAPITAL, INC. COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THIS INFORMATION CONTAINED
IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS,
REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THE
COMPANY'S COMMON STOCK.

-16-