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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
(Exact name of registrant as specified in its charter)
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DELAWARE 6799
(State of Organization) (Primary Standard Industrial
Classification Number)
98-0375395
(I.R.S. Employer Identification Number)
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CHRISTIAN BAHA
LE MARQUIS COMPLEX, UNIT 5 LE MARQUIS COMPLEX, UNIT 5
PO BOX 1479 PO BOX 1479
GRAND ANSE GRAND ANSE
ST. GEORGE'S, GRENADA ST. GEORGE'S, GRENADA
WEST INDIES WEST INDIES
(473) 439- 2418 (473) 439-2418
(Address, including zip code, and telephone (Name, address, including zip code, and
number, telephone number,
including area code, of registrant's principal including area code, of agent for service)
executive offices)
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COPY TO:
JEFFRY M. HENDERSON
DOUGLAS E. AREND
HENDERSON & LYMAN
175 WEST JACKSON BOULEVARD, SUITE 240
CHICAGO, ILLINOIS 60604
(312) 986-6960
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 (the "Securities Act") check the following box. [X]
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,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES BEING OFFERED REGISTERED PER UNIT(1) PRICE(1) FEE(1)
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Series A and Series B Units................
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(1) Offering price and registration fee based upon the initial offering price
per Unit in accordance with Rule 457(d).
Registration of $200,000,000 aggregate Units allocated between Series A and
Series B based on subscriber demand, subject to $1,000,000 minimum in a Series
prior to commencement of trading.
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INDEX TO EXHIBITS
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<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.01 Form of Selling Agreement among each Series, QCM, and the
Selling Agent.
1.02 Form of Additional Selling Agreement among each Series, QCM
and the Additional Selling Agent.
3.01 Quadriga Superfund, L.P. Limited Partnership Agreement
(included as Exhibit A to the Prospectus).
3.02 Certificate of Limited Partnership
5.01(a) Opinion of Henderson & Lyman relating to the legality of the
Units.
5.01(b) Opinion of Henderson & Lyman with respect to federal income
tax consequences.
10.01 Form of Customer Agreement between each Series and the
Clearing Brokers.
10.02 Subscription Agreement and Power of Attorney (included as
Exhibit D to Prospectus)
10.03 Form of Escrow Agreement between each Series and HSBC Bank
USA.
23.02 Consents of KPMG LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the General
Partner of the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in St.
George's, Grenada, West Indies, on the 28th day of August, 2002.
QUADRIGA SUPERFUND, L.P.
By: QUADRIGA CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ CHRISTIAN BAHA
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Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person on behalf
of QCM in the capacity and on the date indicated.
SIGNATURES TITLE WITH REGISTRANT DATE
(BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF QCM, INC.)
QUADRIGA CAPITAL MANAGEMENT, INC.
Managing Owner of Registrant
By: /s/ CHRISTIAN BAHA
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Title: President
August 28, 2002