As filed with the Securities and Exchange Commission on July 17, 2003
File No. 333-100389
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
(POST-EFFECTIVE AMENDMENT NO. 2)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPSOURCE FINANCIAL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
COLORADO 7350 84-1334453
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(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
FRED BOETHLING STEVEN REICHERT
PRESIDENT VICE PRESIDENT AND
2305 CANYON BOULEVARD GENERAL COUNSEL
SUITE 103 1729 DONEGAL DRIVE
BOULDER, COLORADO 80302 WOODBURY, MINNESOTA 55125
(303) 245-0515 (651) 578-1757
(Address and telephone number of registrant's principal executive offices)
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COPIES OF COMMUNICATIONS TO:
DAVID B. DEAN
E. PATRICK SHRIVER
Rider Bennett, LLP
2000 Metropolitan Centre
333 South Seventh Street
Minneapolis, MN 55402
(612) 340-8916, (612) 340-7943
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALE TO THE PUBLIC:
NOT APPLICABLE.
If this Form is filed to register additional securities 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 2 to the Registration Statement on Form
SB-2, as declared effective on December 30, 2002 (File No. 333-100389) (the
"Registration Statement"), is being filed to deregister shares of the
Registrant's common stock, par value $0.01 per share. The Registrant previously
registered, pursuant to the Registration Statement, 3,000,000 shares of common
stock. As of July 3, 2003, the date the offering was terminated, the Registrant
sold 348,339 shares of its common stock registered under the Registration
Statement. Accordingly, pursuant to the undertaking contained in the
Registration Statement, this Post-Effective Amendment No. 2 is being filed to
remove from registration all of the common stock that remains unsold under the
Registration Statement as of the date hereof. The Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of the 2,651,661
shares which remained unsold.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and authorized this Post-effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, in the City of Boulder, State of Denver, on July 16, 2003.
CAPSOURCE FINANCIAL, INC.
By: /s/ Fred C. Boethling
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Fred C. Boethling,
President, Chief Executive Officer
and Director
In accordance with the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 2 to the Registration Statement was signed on July
16, 2003 by the following persons in the capacities stated.
Signature Title
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/s/ Fred C. Boethling
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Fred C. Boethling President, Chief Executive Officer and Director
/s/ Steven E. Reichert
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Steven E. Reichert Vice President, General Counsel and Director
/s/ Steven J. Kutcher
- --------------------------- Vice President, Chief Financial Officer and
Steven J. Kutcher Director
/s/ Randolph M. Pentel
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Randolph M. Pentel Director
/s/ Lynch Grattan
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Lynch Grattan Director