As filed with the Securities and Exchange Commission on April 25, 2002 Registration File No. 333-86916 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ POST EFFECTIVE AMENDMENT NUMBER 1 TO Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Federal Trust Corporation -------------------------------------------------------------- (Name of small business issuer in its charter) Florida 6712 - ----------------------------- --------------------------- (State or jurisdiction of (Primary Standard Industrial incorporation or organization) Classification Code Number) 59-2935028 ---------------------------------- (I.R.S. Employer Identification No.) 312 W. First Street Sanford, Florida 32771 (800) 226-2829 ------------------------------------ (Address and telephone number of principal executive offices) James V. Suskiewich President & Chief Executive Officer 312 W. First Street Sanford, Florida 32771 (800) 226-2829 ---------------------------------------------------------- (Name, address and telephone number of agent for service) Copies Requested to: Herbert D. Haughton, Esq. or Richard L. Pearlman, Esq Igler & Dougherty, P.A. 1501 Park Avenue East Tallahassee, Florida 32301 (850) 878-2411 Telephone (850) 878-1230 Facsimile Approximate date 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. [ ] 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ============================================================================================================= Title of Proposed Proposed each class Amount maximum maximum of securities to be offering aggregate Amount of to be registered registered price(1) offering price(2) registration fee - ------------------------------------------------------------------------------------------------------------- Common stock $0.01 par value 1,100,000 $3.65 $4,015,000 $369.38 ============================================================================================================= <FN> (1) Maximum per share purchase price of stock to be issued. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the proposed maximum offering price per share. </FN> The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. DEREGISTRATION OF SECURITIES This Post-Effective Amendment Number 1, to deregister all unsold securities, relates to the Registration Statement filed by Federal Trust Corporation, a Florida Corporation ("FTC") on Form SB-2 (the "Registration Statement"), Registration No. 333-86916. FTC hereby deregisters the 1,444 unsold shares of common stock (par value $.01 per share) which were covered by the Registration Statement. The Offering closed with 1,098,556 shares being sold. 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 SB-2 and has duly caused this Post-Effective Amendment Number 1 to the Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sanford, and the State of Florida on this 29th day of July, 2002. FEDERAL TRUST CORPORATION By: /s/ James V. Suskiewich ----------------------------------------------------- James V. Suskiewich Chairman of the Board and Chief Executive Officer By: /s/ Aubrey H. Wright ----------------------------------------------------- Aubrey H. Wright Principal Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment Number 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ James V. Suskiewich President, Chief - ------------------------- Executive Officer, James V. Suskiewich Director July 29, 2002 - ------------------------- Samuel C. Certo Director July __, 2002 - ------------------------- Kenneth W. Hill Director, Vice Chairman July __, 2002 Signature Title Date --------- ----- ---- */s/ James V. Suskiewich - ------------------------- George W. Foster Director, Chairman July 29, 2002 */s/ James V. Suskiewich - ------------------------- A. George Igler Director July 29, 2002 * Pursuant to Power of Attorney filed April 25, 2002, authorizing James V. Suskiewich and Aubrey H. Wright, or either of them, as the true and lawful attorneys-in-fact to sign all amendments to the Form SB-2 Registration Statement File No. 333-86916.