As filed with the Securities and Exchange Commission on August 4, 2009
Registration No. 333-149768
UNITED STATES
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
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 84-1374481 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
1251 Avenue of the Americas
New York, NY 33487
(212) 356-0500
(212) 356-0536 Facsimile
(Address, including zip code, and telephone number,
including area code, of registrant’s executive offices)
Edward Rubin
Chief Executive Officer
1251 Avenue of the Americas
New York, NY 33487
(212) 356-0500
(212)
356-0536 Facsimile
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
405 Park Avenue
New York, New York 10022
(212) 838-5030
(212) 838-9190 Facsimile
THE PURPOSE OF THIS AMENDMENT IS TO DEREGISTER 7,325,699 SHARES OF
COMMON STOCK.
PART II
Item 17. Undertakings
Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 is filed in order to deregister 7,325,699 shares of common stock covered by this Registration Statement which remain unsold. No shares of common stock were sold pursuant to this Registration Statement. The offering covered by this Registration Statement has been terminated.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on August 4, 2009.
| RODMAN & RENSHAW CAPITAL GROUP, INC. | ||
| By: | /s/ Edward Rubin | |
| Edward Rubin, Chief Executive Officer | ||
In accordance with the requirements of the Securities Act of 1933, as amended, the following persons have signed this Post-Effective Amendment No. 1 to this Registration Statement in the capacities indicated on the date set forth above.
| Signature | Title | |
| /s/ Edward Rubin | Chief Executive Officer, President and Director | |
| Edward Rubin | (principal executive officer) | |
| */s/ David J. Horin | Chief Financial and Accounting Officer | |
| David J. Horin | (principal financial officer) | |
| */s/ Wesley K. Clark | ||
| Wesley K. Clark | Chairman and Director | |
| */s/ Michael Vasinkevich | Vice Chairman and Director | |
| Michael Vasinkevich | ||
| */s/ John J. Borer III | Senior Managing Director, Head of | |
| John J. Borer III | Investment Banking and Director | |
| */s/ Sam Dryden | Director | |
| Sam Dryden | ||
| */s/ Richard M. Cohen | Director | |
| Richard M. Cohen | ||
| */s/ Winston Churchill | Director | |
| Winston Churchill | ||
| */s/ Mark L. Friedman | Director | |
| Mark L. Friedman | ||
| */s/ Marvin I. Haas | Director | |
| Marvin I. Haas | ||
| */s/ Peter F. Drake | Director | |
| Peter F. Drake | ||
| _/s/ Edward Rubin__________________ | ||
| * By: Edward Rubin, Attorney in fact | ||