AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 2003 REGISTRATION NO. 33-74842 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________ DETWILER, MITCHELL & CO. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 95-2627415 (I.R.S. Employer Identification No.) 225 FRANKLIN STREET, 20TH FLOOR BOSTON, MASSACHUSETTS 02110 (Address of Principal Executive Offices) _________________________________ JMC GROUP, INC. 1993 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) _________________________________ JAMES K. MITCHELL DETWILER, MITCHELL & CO. 225 FRANKLIN STREET, 20TH FLOOR BOSTON, MASSACHUSETTS 02110 (617) 747-0100 (Name, address and telephone number, including area code, of agent for service) ________________________________ COPY TO: David R. Snyder, Esq. Pillsbury Winthrop LLP 101 West Broadway, Suite 1800 San Diego, California 92101 (619) 234-5000 ________________________________ THIS POST-EFFECTIVE AMENDMENT NO. 1 IS BEING FILED TO TERMINATE REGISTRATION STATEMENT NO. 33-74842 AND THEREBY DEREGISTER ALL SHARES OF COMMON STOCK WHICH WERE REGISTERED UNDER THIS REGISTRATION STATEMENT AND HAVE NOT YET BEEN ISSUED. THE ISSUER MAY UNDERTAKE A SUBSEQUENT PRIVATE OFFERING IN RELIANCE ON RULE 155(C). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Detwiler, Mitchell & Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 3rd day of July, 2003. Detwiler, Mitchell & Co. By: /s/James K. Mitchell ------------------------------------- James K. Mitchell Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/James K. Mitchell Chairman and Chief July 3, 2003 - ---------------------- Executive Officer James Mitchell (Principal Executive Officer) /s/Stephen Martino Chief Financial Officer July 3, 2003 - ----------------------- (Principal Financial and Stephen Martino Accounting Officer) /s/James Graves Vice Chairman, Chief July 3, 2003 - ----------------------- Operating Officer and James Graves Director /s/ Robert Detwiler President and Director July 3, 2003 - ----------------------- Robert Detwiler /s/ Frank Jenkins Director July 3, 2003 - ----------------------- Frank Jenkins /s/Robert Sharp Director July 3, 2003 - ----------------------- Robert Sharp 2