As filed with the Securities and Exchange Commission on June 26, 1997. Registration No. 333-19401 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- FROST HANNA CAPITAL GROUP, INC. ----------------- (Exact name of registrant as specified in its charter) Florida 6799 65-0701248 ------- ---- ---------- (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification Code Number) Identification organization) Number) Frost Hanna Capital Group, Inc. 327 Plaza Real, Suite 319 Boca Raton, Florida 33432 Telephone (561) 367-1079 ----------------- (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) Mark J. Hanna President Frost Hanna Capital Group, Inc. 327 Plaza Real, Suite 319 Boca Raton, Florida 33432 Telephone (561) 367-1079 ----------------- (Name, address, including Zip Code, and telephone number, including area code, of agent for service) Please send copies of all communications to: Teddy D. Klinghoffer, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street Suite 2200 Miami, Florida 33130 (305) 789-3200 ================================================================================ Frost Hanna Capital Group, Inc., a Florida corporation (the "Registrant"), hereby requests the withdrawal from registration of the 1,700,000 shares (the "Shares") of the Registrant's Common Stock, par value $.0001 per share (the "Common Stock"), being offered pursuant to this Registration Statement. The Registrant initially registered the Shares in connection with its proposed initial public offering of its Common Stock. The offering was terminated on April 9, 1997, after the Registration Statement was declared effective but prior to any of the Shares being offered or sold. The offering was terminated as a result of the Representative's discontinuance of its operations. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Boca Raton, State of Florida, on June 26, 1997. FROST HANNA CAPITAL GROUP, INC. By: /s/ Richard B. Frost ----------------------------------------- Richard B. Frost, Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacity and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Richard B. Frost Chief Executive Officer, June 26, 1997 - ------------------------ Chairman of the Board Richard B. Frost * President, Director June 26, 1997 - ------------------------ Mark J. Hanna * Vice President, Treasurer June 26, 1997 - ------------------------ Principal Financial Officer, Marshal E. Rosenberg, Ph.D. Director * Vice President, Secretary, June 26, 1997 - ------------------------ Director Donald H. Baxter * By:/s/ Richard B. Frost ------------------------ Attorney-In-Fact pursuant to Power of Attorney