As filed with the Securities and Exchange Commission on November 18, 2016
Registration No. 333-213620
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
ON
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Great Elm Capital Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
6719
|
94-3219054
|
(State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
Classification Code Number)
|
|
200 Clarendon Street, 51st Floor
Boston, Massachusetts 02116
(617) 375-3006
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard S. Chernicoff
Chief Executive Officer
Great Elm Capital Group, Inc.
200 Clarendon Street, 51st Floor
Boston, MA 02116
(617) 375-3006
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Michael J. Mies
|
Paul Broude
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
Foley & Lardner LLP
|
525 University Avenue
|
111 Huntington Avenue
|
Palo Alto, CA 94301
|
Boston, MA 021999
|
(650) 470-3130
|
|
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
If this Form is filed to registered 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
|
|
Accelerated filer
☒
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company ☐
|
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on November 18, 2016.
|
GREAT ELM CAPITAL GROUP, INC.
|
|
|
|
|
By:
|
/s/ Richard S. Chernicoff
|
|
Name:
|
Richard S. Chernicoff
|
|
Title:
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on November 18, 2016.
Signature
|
|
Title
|
/s/ Richard S. Chernicoff
|
|
Chief Executive Officer and Director
|
Richard S. Chernicoff
|
|
(Principal Executive Officer)
|
|
|
|
/s/ James D. Wheat*
|
|
Chief Financial Officer
|
James D. Wheat
|
|
(Principal Financial Officer and Principal Accounting
|
|
|
Officer)
|
/s/ Peter A. Reed*
|
|
Director
|
Peter A. Reed
|
|
|
|
|
|
|
Director
|
Jeffery S. Serota
|
|
|
|
|
/s/ Boris Teksler*
|
|
Director
|
Boris Teksler
|
|
|
|
|
/s/ Hugh Steven Wilson*
|
|
Director
|
Hugh Steven Wilson
|
|
*By: /s/ Richard S. Chernicoff
|
|
|
Richard S. Chernicoff, Attorney-in-Fact
|
|
|