-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIBC2PlTGGyR8PhxS40XOcrh7idVaUJugayDMZ8KG7nRc0/Ns5vZEiAANahSBWyX 39L/x4j0QKakkHS61vsVVg== 0001133228-08-000283.txt : 20080402 0001133228-08-000283.hdr.sgml : 20080402 20080402163641 ACCESSION NUMBER: 0001133228-08-000283 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080402 DATE AS OF CHANGE: 20080402 EFFECTIVENESS DATE: 20080402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER MAIN STREET SMALL CAP FUND CENTRAL INDEX KEY: 0001086165 IRS NUMBER: 841501338 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-78269 FILM NUMBER: 08734009 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER MAIN STREET SMALL CAP FUND CENTRAL INDEX KEY: 0001086165 IRS NUMBER: 841501338 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09333 FILM NUMBER: 08734010 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 0001086165 S000008470 OPPENHEIMER MAIN STREET SMALL CAP FUND C000023216 A C000023217 B C000023218 C C000023219 N C000023220 Y 485BPOS 1 e485bpos.htm Oppenheimer XBRL

     Registration No. 333-78269
     File No. 811-09333

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    

x

Pre-Effective Amendment No.

o

Post-Effective Amendment No. 14

x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      x

     Amendment No. 15

OPPENHEIMER MAIN STREET SMALL CAP FUND®

(Exact Name of Registrant as Specified in Charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of Principal Executive Offices) (Zip Code)
 

Registrant’s Telephone Number, including Area Code: (303) 768-3200

Robert G. Zack, Esq.
OppenheimerFunds, Inc.

Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008

(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

x immediately upon filing pursuant to paragraph (b)
o on _______________pursuant to paragraph (b)
o 60 days after filing pursuant to paragraph (a)(1)
o on _______________ pursuant to paragraph (a)(1)
o 75 days after filing pursuant to paragraph (a)(2)
o on _______________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.


   

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 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 and State of New York on the 2nd day of April, 2008.

Oppenheimer Main Street Small Cap Fund ® 
        
By:  /s/ John V. Murphy* 
  John V. Murphy, President, 
  Principal Executive Officer and Trustee 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated:

Signatures    Title    Date 
             
/s/ William L. Armstrong*
William L. Armstrong 		  Chairman of the 
Board of Trustees		   April 2, 2008
                   
/s/ John V. Murphy*
John V. Murphy  		  President, Principal  Executive
Officer and Trustee		   April 2, 2008
              
/s/ Brian W. Wixted*
Brian W. Wixted 		  Treasurer, Principal  Financial &
Accounting Officer		   April 2, 2008
                 
/s/ George C. Bowen*
George C. Bowen 		  Trustee    April 2, 2008
                
/s/ Edward L. Cameron*
Edward L. Cameron  		  Trustee    April 2, 2008
               
/s/ Jon S. Fossel*
Jon S. Fossel  		  Trustee    April 2, 2008
                   
/s/ Sam Freedman*
Sam Freedman  		  Trustee    April 2, 2008
               
/s/ Beverly L. Hamilton*
Beverly L. Hamilton  		  Trustee    April 2, 2008
              
/s/ Robert J. Malone*
Robert J. Malone 		  Trustee    April 2, 2008
         

/s/   F. William Marshall, Jr.*
F. William Marshall, Jr.  		  Trustee    April 2, 2008
       
     
*By:    /s/ Mitchell J. Lindauer         
Mitchell J. Lindauer, Attorney-in-Fact 

*  By Powers of Attorney dated August 29, 2006 for all Trustees/Directors and Officers: Previously filed with Post- Effective Amendment No. 27 to the Registration Statement of Oppenheimer Cash Reserves (Reg. No. 33-23223) (9/26/06), and incorporated herein by reference.


EXHIBIT INDEX

Users of this data are advised pursuant to the rules and regulations governing the filing of voluntary XBRL disclosure that the following XBRL documents are not the official publicly filed disclosure of Oppenheimer Main Street Small Cap Fund. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official version of the furnished documents and not rely on this information in making investment decisions.

Exhibit No.    Description 
     
Ex-100.INS    XBRL Instance Document 
Ex-100.SCH    XBRL Taxonomy Extension Schema Document 
Ex-100.DEF    XBRL Taxonomy Extension Definition Linkbase 
Ex-100.LAB    XBRL Taxonomy Extension Labels Linkbase 

 


 EX-100.INS 2 r-04022008.xml 0001086165 ici:Registrant_item 2008-04-02 0001086165 filer:S000008470 2008-04-02 0001086165 filer:C000023216 2008-04-02 0001086165 filer:C000023217 2008-04-02 0001086165 filer:C000023218 2008-04-02 0001086165 filer:C000023219 2008-04-02 0001086165 filer:C000023220 2008-04-02 0001086165 filer:AllInstruments 2008-04-02 0001086165 filer:group_C000023216C000023217C000023218C000023219C000023220 2008-04-02 pure iso4217:USD ABOUT THE FUND The Fund's Investment Objective and Principal Investment Strategies WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation. WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks of small-capitalization ("small-cap") U.S. companies that the Fund's investment manager, OppenheimerFunds, Inc. (the "Manager") believes have favorable business trends or prospects. Under normal market conditions, the Fund will invest at least 80% of its net assets (including any borrowings for investment purposes) in securities of companies having a small market capitalization. What is "Market Capitalization? In general, market capitalization is the value of a company determined by the total market value of its issued and outstanding common stock. The Fund defines small cap issuers as those companies whose capitalizations are less than or equal to the largest in the Russell 2000 ("Russell 2000") and S&P Small Cap 600 ("S&P 600") indices. The capitalization of the largest company in the Russell 2000 and SP 600 indices is currently $4.84 billion. This is subject to change due to market activity, and changes in the composition of the indices. The Fund measures a company's capitalization at the time the Fund buys a security, and it is not required to sell a security if the issuer's capitalization exceeds the Fund's definition of a small cap issuer. The Fund's investment program is more fully explained in "About the Fund's Investments," below. HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In selecting securities for purchase or sale by the Fund, the Fund's portfolio managers use an investment process that combines quantitative models, fundamental research about particular securities and individual judgment. While this process and the inter-relationship of the factors used may change over time and its implementation may vary in particular cases, in general, the selection process involves the use of: Multi-factor quantitative models: These include a group of "top-down" models that analyze data such as relative valuations, relative price trends, interest rates and credit spreads. These help determine portfolio weightings within the small cap universe. A group of "bottom up" models helps to rank stocks in a universe, selecting stocks for relative attractiveness by analyzing fundamental stock and company characteristics. Fundamental research: The portfolio managers use internal research and analysis by other market analysts, with emphasis on current company news and industry-related events. Judgment: The portfolio is then continuously re-balanced by the portfolio managers, based upon the quantitative tools and qualitative factors described above. In seeking broad diversification of the Fund's portfolio, the portfolio managers currently search primarily for the following characteristics (although these may vary over time and in different cases): Companies with a small market capitalization. Companies with financial characteristics attractive to our quantitative models. Companies experiencing positive changes in operations due to enhanced competitive ability and/or beneficial industry trends. The portfolio managers employ a disciplined approach in deciding whether to sell particular portfolio securities based on quantitative models and fundamental research. If a particular stock exhibits the following factors, among others, they will consider selling the stock: deterioration in a company's expected earnings or cash flow; change in valuation as determined by multiple variables including: earnings, cash flow and book value; or analysis of a company's balance sheet suggests less attractive earnings potential. In addition, if the reason that the portfolio managers originally purchased the stock of a particular company materially changes, then they may also decide to sell the stock. WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors seeking capital appreciation in their investment over the long-term. Those investors should be willing to assume the greater risks of short-term share price fluctuations that are typical for a fund focusing on small-cap stocks. The Fund does not seek current income and the income from its investments will likely be small, so it is not designed for investors needing current income. Because of its focus on long-term capital appreciation, the Fund may be appropriate for part of a retirement plan's investments. The Fund is not a complete investment program. Main Risks of Investing in the Fund All investments have risks to some degree. The Fund's investments are subject to changes in their value from a number of factors described below. There is also the risk that poor security selection by the Manager will cause the Fund to underperform other funds having a similar objective. RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at times may be great. Because the Fund invests primarily in common stocks, the value of the Fund's portfolio will be affected by changes in the stock markets. The Fund's net asset values per share will fluctuate as the values of the Fund's portfolio securities change. The prices of individual stocks do not all move in the same direction uniformly or at the same time. Different stock markets may behave differently from each other. The Fund currently focuses its stock investments in U.S. issuers and accordingly will be affected primarily by changes in U.S. stock markets. Other factors can affect a particular stock's price, such as poor earnings reports by the issuer, loss of major customers, major litigation against the issuer, or changes in government regulations affecting the issuer or its industry. Also, securities of small-cap companies may have more volatile prices than stocks of medium and large capitalization companies. At times, the Manager may increase the Fund's emphasis of its investments in a particular industry or sector. To the extent that the Fund increases its emphasis on stocks in a particular industry, its share values may fluctuate in response to events affecting that industry, such as changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry more than others. SPECIAL RISKS OF SMALL-CAP STOCKS. The Fund invests mainly in stocks of small-cap companies, which generally are newer companies. While these stocks may offer greater opportunities for long-term capital appreciation than larger, more established companies, they involve substantially greater risks of loss and price fluctuations. Small-cap companies may have limited product lines or markets for their products, limited access to financial resources and less depth in management skill than larger, more established companies. Small-cap stocks may be less liquid than those of larger issuers. That means the Fund could have greater difficulty selling a security of a small-cap issuer at an acceptable price, especially in periods of market volatility. That increases the Fund's potential for losses. Also, it may take a substantial period of time before the Fund realizes a gain on an investment in a small-cap company, if it realizes any gain at all. HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the overall risk profile of the Fund and can affect the value of the Fund's investments, its investment performance and its price per share. Particular investments and investment strategies also have risks. These risks mean that you can lose money by investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for them. There is no assurance that the Fund will achieve its investment objective. In the short term, the stock market and small-cap stocks can be volatile. The price of the Fund's shares can go up and down substantially. The Fund generally does not use income-producing investments to help cushion the Fund's total return from changes in stock prices. In the OppenheimerFunds spectrum, the Fund is generally more aggressive than a large capitalization stock fund or a balanced fund. An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's Past Performance The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes in the Fund's performance (for its Class A shares) from year to year for the full calendar years since the Fund's inception and by showing how the average annual total returns of the Fund's shares, both before and after taxes, compared to those of a broad-based market index and a secondary index. The after-tax returns for the other classes of shares will vary. The after-tax returns are shown for Class A shares only and are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of state or local taxes. In certain cases, the figure representing "Return After Taxes on Distributions" may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs and translates into an assumed tax deduction that benefits the shareholder. The after-tax returns are calculated based on certain assumptions mandated by regulation and your actual after-tax returns may differ from those shown, depending on your individual tax situation. The after-tax returns set forth below are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or IRAs or to institutional investors not subject to tax. The Fund's past investment performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Annual Total Returns (Class A) (as of 12/31 each year) 2000 0.1015 2001 0.1293 2002 -0.1598 2003 0.4649 2004 0.1918 2005 0.1 2006 0.1464 Sales charges and taxes are not included in the calculations of return in this bar chart, and if those charges and taxes were included, the returns may be less than those shown. For the period from 1/1/07 through 6/30/07, the cumulative return (not annualized) before taxes for Class A shares was 9.68%. During the period shown in the bar chart, the highest return (not annualized) before taxes for a calendar quarter was 21.55% (2nd Qtr. 2003) and the lowest return (not annualized) before taxes for a calendar quarter was -16.87% (3rd Qtr. 2002). Average Annual Total Returns for the periods ended December 31, 2006 1 Year 5 Years 10 Years (or life of class, if less) Class A Shares (inception 8/2/99) Return Before Taxes Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares 0.0805 0.0825 0.0717 0.1176 0.1287 0.118 0.1484 0.1428 0.1317 Class B Shares (inception 8/2/99) 0.0877 0.1195 0.1505 Class C Shares (inception 8/2/99) 0.1282 0.1227 0.1493 Class N Shares (inception 3/1/01) 0.1325 0.1274 0.1287 Class Y Shares (inception 8/2/99) 0.152 0.1366 0.1628 Russell 2000 Index (reflects no deduction for fees, expenses or taxes) 0.1837 0.1139 0.0938 1 0.1047 2 Lipper Small Cap Core Fund Index (reflects no deduction for fees, expenses or taxes) 0.137 0.105 0.1095 1 0.1081 2 1. From 7/31/99 2. From 2/28/01 . The Fund's average annual total returns include applicable sales charges: for Class A, the current maximum initial sales charge of 5.75%; for Class B, the contingent deferred sales charge of 5% (1-year) and 2% (5-years); and for Class C and Class N, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, Class B "life-of-class" performance does not include any contingent deferred sales charge and uses Class A performance for the period after conversion. The returns measure the performance of a hypothetical account and assume that all dividends and capital gains distributions have been reinvested in additional shares. The performance of the Fund's Class A shares is compared to the Russell 2000 Index, an unmanaged index of small-capitalization stocks and the Lipper Small Cap Core Fund Index, a category that includes the 30 largest mutual funds within the investment category as defined by Lipper. The indices performance includes reinvestment of income but does not reflect transaction costs, fees, expenses or taxes. The Funds investments vary from those in the indices. Fees and Expenses of the Fund The following tables are provided to help you understand the fees and expenses you may pay if you buy and hold shares of the Fund. The Fund pays a variety of expenses directly for management of its assets, administration, distribution of its shares and other services. Those expenses are subtracted from the Fund's assets to calculate the Fund's net asset values per share. All shareholders therefore pay those expenses indirectly. Shareholders pay other transaction expenses directly, such as sales charges. The numbers below are based on the Fund's expenses during its fiscal year ended June 30, 2007. Shareholder Fees (charges paid directly from your investment): Class A Shares Class B Shares Class C Shares Class N Shares Class Y Shares Maximum Sales Charge (Load) on purchases (as % of offering price) 0.0575 0.0000 0.0000 0.0000 0.0000 Maximum Deferred Sales Charge (Load) (as % of the lower of the original offering price or redemption proceeds) 0.0000 1 0.0500 2 0.0100 3 0.0100 4 0.0000 Annual Fund Operating Expenses (deducted from Fund assets): (% of average daily net assets) Class A Shares Class B Shares Class C Shares Class N Shares Class Y Shares Management Fees 0.0062 0.0062 0.0062 0.0062 0.0062 Distribution and/or Service (12b-1) Fees 0.0025 0.0100 0.0100 0.0050 0.0000 Other Expenses 0.0025 0.0027 0.0022 0.0033 0.0004 Total Annual Operating Expenses 0.0112 0.0189 0.0184 0.0145 0.0066 Expenses may vary in future years. "Other Expenses" include transfer agent fees, custodial fees, and accounting and legal expenses that the Fund pays. The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees to 0.35% of average daily net assets per fiscal year for all classes. That undertaking may be amended or withdrawn at any time. For the Fund's fiscal year ended June 30, 2007, the transfer agent fees did not exceed the expense limitation described above. 1. A contingent deferred sales charge may apply to redemptions of investments of $9 million or more ($500,000 for certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for details. 2. Applies to redemptions in first year alter purchase. The contingent deferred sales charge gradually declines from 5% to 1% in years one through six and is eliminated after that. 3. Applies to shares redeemed within 12 months of purchase. 4. Applies to shares redeemed within 18 months of a retirement plan's first purchase of Class N shares EXAMPLES. The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in a class of shares of the Fund for the time periods indicated and reinvest your dividends and distributions. The first example assumes that you redeem all of your shares at the end of those periods. The second example assumes that you keep your shares. Both examples also assume that your investment has a 5% return each year and that the class's operating expenses remain the same. Your actual costs may be higher or lower because expenses will vary over time. Based on these assumptions your expenses would be as follows: If shares are redeemed: 1 Year 3 Years 5 Years 10 Years Class A Shares 683 912 1160 1867 Class B Shares 694 899 1231 1841 * Class C Shares 289 584 1005 2178 Class N Shares 249 462 798 1748 Class Y Shares 68 212 369 825 If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years Class A Shaves 683 912 1160 1867 Class B Shares 194 599 1031 1841 * Class C Shares 189 584 1005 2178 Class N Shares 149 462 798 1748 Class Y Shares 68 212 369 825 . In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C and Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales charge, but Class B, Class C and Class N expenses do not include contingent deferred sales charges. There is no sales charge in Class Y shares. * Class B expenses for years 7 through 10 are based on Class A expenses since Class B shares automatically convert to Class A shares 72 months after purchase. 2008-04-02 2008-04-02 The purpose of submitting the tagged exhibit is to test the related format and technology and, as a result, investors should not rely on this exhibit in making investment decisions. EX-100.SCH 3 reg.xsd EX-100.DEF 4 reg_def.xml EX-100.LAB 5 reg_lab.xml Oppenheimer Main Street Small Cap Fund AllInstruments group_C000023216C000023217C000023218C000023219C000023220 Oppenheimer Main Street Small Cap Fund A B C N Y -----END PRIVACY-ENHANCED MESSAGE-----