S-4 POS 1 cs4dereg.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERBCO, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1623 54-1448835 (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification No.) Incorporation or Organization) 3421 Pennsy Drive Landover, Maryland 20785 (301) 773-1784 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) George Wm. Erikson, Chairman Robert W. Erikson, President 3241 Pennsy Drive Landover, Maryland 20785 (301) 773-1784 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Anita J. Finkelstein, Esquire Jeannette C. Koonce, Esquire Venable, Baetjer, Howard & Civiletti, LLP 1201 New York Avenue, NW Suite 1000 Washington, DC 20005 (202) 962-4800 Approximate date of commencement of proposed sale to the public: Not Applicable. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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. |-| DEREGISTRATION The Registration Statement amended hereby (File No. 333-82814), as amended and declared effective by the Securities and Exchange Commission on April 12, 2002, registered 1,562,956 shares of Common Stock, $0.05 par value per share (the "Common Stock") and 733,545 shares of Class B Common Stock, $.05 par value per share (the "Class B Common Stock"), of the Registrant. The Registrant filed the Registration Statement and registered the Common Stock and Class B Common Stock in contemplation of a proposed recapitalization of the Registrant, which recapitalization was submitted for stockholder approval at the Registrant's annual meeting on May 14, 2002. The recapitalization did not receive the requisite stockholder approval and, therefore, the Registrant will not effect the contemplated recapitalization or issue any of the Common Stock or Class B Common Stock. Therefore, in accordance with the Registrant's undertaking contained in Item 22(a)(3) of the Registration Statement, the Registrant, by means of this Post-Effective Amendment No. 1, hereby terminates the Registration Statement and deregisters all of the shares registered thereby, consisting of a total of 1,562,956 shares of Common Stock and 733,545 shares of Class B Common Stock. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Landover, Maryland, on the 3rd day of June, 2002. CERBCO, Inc. By: /s/ George Wm. Erikson ---------------------------- George Wm. Erikson Chairman Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 has been signed by or on behalf of the following persons in the capacities and on the dates indicated. Signature Title Date ------------------------ --------------------------------- --------------- /s/ George Wm. Erikson Director, Chairman and General June 3, 2002 ------------------------ George Wm. Erikson Counsel (Principal Executive Officer) /s/Robert W. Erikson * Director, President June 3, 2002 ------------------------ Robert W. Erikson (Principal Executive Officer) /s/ Robert F. Hartman * Vice President, Secretary and June 3, 2002 ------------------------ Robert F. Hartman Treasurer (Principal Financial and Accounting Officer) /s/ Webb C. Hayes, IV * ------------------------ Webb C. Hayes, IV Director June 3, 2002 /s/ Paul C. Kincheloe, Jr.* -------------------------- Paul C. Kincheloe, Jr. Director June 3, 2002 By: /s/ George Wm. Erikson George Wm. Erikson Attorney-in-Fact