AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 24, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT #3 TO FORM SB-2 #333-57296
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STOCKGROUP INFORMATION SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 6282 84-1379282
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code) Identification Number)
Organization
SUITE 500 - 750 WEST PENDER STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2T7 (604) 331-0995
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
DEVLIN JENSEN
BARRISTERS AND SOLICITORS
2550 - 555 WEST HASTINGS STREET
VANCOUVER, BC, CANADA V6B 4N5
(604) 684-2550
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: Upon filing of this
post-effective amendment, at the discretion of the selling shareholder.
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462 to Rule 426(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act
Registration Statement number of the earlier Registration Statement for the same
offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
Registration Statement number of the earlier 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. |_|
DE-REGISTRATION OF SHARES OF CERTAIN SELLING SHAREHOLDERS
We filed a registration statement on Form SB-2, file #333-57296, on March 20,
2001, as amended by pre-effective amendment on April 3, 2001 and post-effective
amendments on June 27, 2001 and April 25, 2002, to registered the sale by
selling shareholders of up to 2,435,000 shares of our common stock. These shares
were issuable to the selling shareholders upon conversion of convertible
debentures we sold to the selling shareholders in January 2001 in transactions
exempt from the registration requirements of the Securities Act of 1933.
All of the selling shareholders have converted their debentures, and the common
stock held by the selling shareholders may be sold in transactions that qualify
for the safe harbor provided by Rule 144. In accordance with an agreement with
the selling shareholders, we are hereby removing from registration all of the
shares previously registered on Form SB-2, file #333-57296, with the exception
of 608,827 shares held by Yasser Hosny Moustafa, and 800,000 shares underlying
warrants, which will continue to be registered under this registration.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Vancouver, Province of British Columbia, on June 24, 2002.
STOCKGROUP INFORMATION SYSTEMS INC.
By: /S/ Marcus New
Marcus New
Chief Executive Officer