As filed with the Securities and Exchange Commission on September 4, 2002
Registration No. 333-51768
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
INFINITE GROUP, INC.
(Exact name of Registrant as specified in its
charter)
Delaware 3690 52-1490422
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
or organization)
----------------------------
2364 Post Road
Warwick, RI 02886
(401) 738-5777
(Address, including zip code, and telephone number,
including area code, of Registrant's executive offices)
----------------------------
Clifford G. Brockmyre, II, CEO
2364 Post Road
Warwick, RI 02886
(401) 738-5777
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
(212) 838-5030
--------------------------
Approximate date of commencement 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, as amended (the "Securities Act"), check the following box. |X|
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
(11)(a)(1) of this Form, check the following box. |X|
If the registrant elects to deliver its latest quarterly report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
(11)(a)(2)(ii) of this Form, 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, 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(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
-----------------------
================================================================================
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.
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Removal of Unsold Shares From Registration
The registration statement covered the resale of shares of our common
stock issuable under an equity line of credit agreement we entered into in
November 2000. In August 2002, we terminated the equity line of credit
agreement. Accordingly, we are hereby withdrawing from registration 3,278,263
unsold shares which were covered by the registration statement.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 1 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warwick, State of Rhode Island and Providence
Plantations on this 4th day of September 2002.
INFINITE GROUP INC.
By: /s/ Clifford G. Brockmyre, II
-------------------------------------
Clifford G. Brockmyre II,
President, Chief Executive Officer
And Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement No. 333-51768 has been signed by
the following persons in the capacities indicated on September 4, 2002.
Signature Title
--------------------------------- ------------------------------------
/s/ Clifford G. Brockmyre II President, Chief Executive Officer
--------------------------------- and Chairman of the Board
Clifford G. Brockmyre II (Principal Executive Officer)
Bruce J. Garreau* Chief Financial Officer
--------------------------------- (Principal Financial and Accounting
Bruce J. Garreau Officer)
Brian Q. Corridan* Director
---------------------------------
Brian Q. Corridan
Michael S. Smith* Director
---------------------------------
Michael S. Smith
*By: /s/ Clifford G. Brockmyre II
-----------------------------
Clifford G. Brockmyre II
Attorney-in-fact