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+Table of Contents SUMMARY The following summary contains material information about us and this offering. Because it is a summary, it may not contain all of the information that is important to you. Before making a decision to invest in our common stock, you should read this prospectus carefully, including the section entitled RISK FACTORS, and the information incorporated by reference in this prospectus, including our audited consolidated financial statements and the accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2009. Ameris Bancorp We are a bank holding company, headquartered in Moultrie, Georgia, whose business is conducted primarily through our wholly-owned banking subsidiary, Ameris Bank. We provide a full range of banking services to our retail and commercial customers located primarily in select markets in Georgia, Alabama, Florida and South Carolina. We operate 53 domestic banking offices with no foreign activities. At December 31, 2009, we had approximately $2.42 billion in total assets, $1.58 billion in total loans, $2.12 billion in total deposits and $195.0 million of stockholders equity. The predecessor to Ameris Bank was organized in 1971 as American Banking Company. In 1979, our holding company began acquiring banks in communities throughout southern Georgia. These acquisitions continued in subsequent decades, extending into Alabama in 1994, Florida in 2001, and South Carolina in 2006. In December 2005, we began consolidating the individual community banks under one name Ameris Bank. Market Areas We have banking operations in 33 counties in Georgia, Alabama, Florida and South Carolina. We have top five deposit market shares in 17 of those counties, primarily in our core markets of southern Georgia and southeastern Alabama. Our core, legacy markets are largely rural communities that provide consistently strong earnings and superior credit quality as compared to our metro markets. Our core footprint includes 26 branches that make up 53% of our total deposits and provide a stable source of low cost funds. We rank number two with a combined deposit market share of 9% across all MSAs in our core markets. According to the FDIC, total deposits in these markets were $12.2 billion as of June 30, 2009, an increase of $1.2 billion from 2008. The weighted average population growth for these markets is projected to be 3% from 2009 to 2014, according to SNL Financial LC, or SNL, an independent business data firm. In the Moultrie, Georgia MSA, home of our corporate headquarters, we hold a 54% deposit market share, with 17% of our total deposits across four branches, as of June 30, 2009. Over the last ten years, we have expanded into higher growth markets, primarily in northern Florida and South Carolina, through a combination of acquisitions and de novo branching. Our recent expansion markets include 27 branches that make up 47% of our total deposits. According to the Federal Deposit Insurance Corporation, or the FDIC, total deposits in these markets were $203.7 billion as of June 30, 2009. In South Carolina, we have a presence in the Hilton Head, Columbia, Charleston and Greenville MSAs. Combined, these areas are projected to experience a weighted average population growth of 9% from 2009 to 2014, according to SNL. In Florida, we have a presence in the Jacksonville, Gainesville and Tallahassee MSAs, which are projected to experience a combined weighted average population growth of 12% from 2009 to 2014, according to SNL. In the last 24 months, we have opened nine branches in South Carolina and two branches in northern Florida. Management believes our expansion markets offer some of the highest percentage growth rates and most attractive demographics in our region. We intend to focus on expanding our deposit market share in these key growth markets. Table of Contents Business Strategy We seek to increase our presence and grow the Ameris brand in the markets that we currently serve and in neighboring communities that present attractive opportunities for expansion. We intend to grow our business and build shareholder value primarily by focusing on the following objectives: Pursue Select Acquisitions. We have maintained our focus on a long-term strategy of expanding and diversifying our franchise in terms of revenues, profitability and asset size. We expect to continue to take advantage of the consolidation in the financial services industry and enhance our franchise through future acquisitions, including acquisitions of failed or problem financial institutions in FDIC-assisted transactions. We intend to grow within our existing markets, to branch into or acquire financial institutions in existing markets and to branch into or acquire financial institutions in other markets consistent with our capital availability and management abilities. We are one of the few banks in the Southeast with a proven track record of participation in FDIC-assisted transactions, and we intend to aggressively pursue strategic transactions in our footprint. In the past 18 months, over 50 financial institutions in Georgia and Florida have been placed into FDIC receivership, and we expect that there will continue to be opportunities to acquire other failed or problem financial institutions through assisted transactions in the future. We believe these transactions will allow us to generate meaningful market share in our four states of operation. Continued Focus on Credit and a Conservative Lending Philosophy. Our focus is on relationship banking, meaning that we bank loan relationships, not loan transactions. We lend almost exclusively in our local markets. Loan participations are less than 1.00% of total loans. We emphasize smaller loans and a diversified portfolio. Our current average loan size is $91,000, and loans to our largest customer represent only 2.8% of our regulatory capital. Moreover, our internal lending limit is $5 million, well below the regulatory limit of over $54 million. Our credit administration is robust, with 60% of new and renewed loans approved by regional credit officers and a post-review process that subjects loans with balances as low as $100,000 to review by the banking group president, chief credit officer and a regional credit officer. Our external loan review function has been in place for over four years. Capitalize on Organic Growth Opportunities. While we maintain leading market share in our core, legacy markets in southern Georgia and southeastern Alabama, we believe we have considerable opportunities to continue to increase market share in our more growth-oriented markets in northern Florida and South Carolina. We believe these markets, as well as additional markets we may enter, provide opportunities for significant organic growth over time. Emphasize personal service and strong customer relationships. Our community banking philosophy emphasizes personalized service and building broad and deep customer relationships, with a focus on building a substantial base of low cost core deposits. Each of our markets is managed by senior level, experienced decision makers in a decentralized structure that differentiates us from our larger competitors. FDIC-Assisted Acquisitions We recently completed two FDIC-assisted transactions. In October 2009, Ameris Bank purchased substantially all of the assets and assumed substantially all the liabilities of American United Bank, or American United, from the FDIC. American United operated only one branch in Lawrenceville, Georgia, a northeast suburb of Atlanta, Georgia, with $85.7 million in loans and $100.3 million in deposits. Ameris Bank s agreements with the FDIC included a loss-sharing agreement, which affords the bank significant protection from losses associated with loans and other real estate owned. Ameris Bank s bid to acquire American United included a discount on the Table of Contents book value of the assets totaling $19.6 million. Also included in the bid was a premium of approximately $262,000 on American United s deposits. The transaction resulted in a cash payment from the FDIC to Ameris Bank in the amount of $17.1 million. In November 2009, Ameris Bank purchased substantially all of the assets and assumed substantially all the liabilities of United Security Bank, or United Security, from the FDIC. United Security operated one branch in Woodstock, Georgia and one branch in Sparta, Georgia, with $108.4 million in loans and $140.0 million in deposits. Ameris Bank s agreements with the FDIC also included a loss-sharing agreement similar to that associated with the American United transaction. Ameris Bank s bid to acquire United Security included a discount on the book value of the assets totaling $32.6 million. Also included in the bid was a premium of approximately $228,000 on United Security s deposits. The transaction resulted in a cash payment from the FDIC to Ameris Bank in the amount of $24.2 million. Recent Developments On April 13, 2010, we announced our first quarter operating results. We recorded a net loss available to common shareholders of $2.3 million, or $0.17 per share, for the quarter ended March 31, 2010, compared to a net loss of $1.3 million, or $0.10 per share, for the first quarter of 2009. During the quarter ended March 31, 2010, we continued to improve our core earnings while proactively addressing credit quality. Pre-tax pre-credit earnings during the quarter were approximately $10.5 million, an increase of 41.5% as compared to the first quarter of 2009 and 9.6% as compared to the fourth quarter of 2009. Part of this increase was driven by an expanded net interest margin of 3.92% as compared to 3.21% in the year ago period and 3.59% in the fourth quarter of 2009. We have also begun to experience benefits from our profitability initiative called Project 2010, which we announced earlier this year. We have implemented 85% of the anticipated expense savings and revenue enhancements from this program. At the same time, we continued to aggressively charge down problem loans, with net charge-offs of $13.0 million during the quarter. Loan Portfolio. Outstanding loans decreased during the three months ended March 31, 2010 by $47.8 million to $1.54 billion, caused primarily by continued declines in real estate loans. The table set forth below provides detail on our loan portfolio as of March 31, 2010. Category Percentage of Total Loans Average Loan Size Average Rate Commercial real estate 40.8 % $ 355,565 6.12 % Construction and development 14.2 155,475 7.06 Residential real estate 24.3 70,546 6.56 Commercial and industrial 8.4 59,469 5.97 Consumer 2.5 7,466 7.64 Agricultural 9.8 107,679 6.31 Total 100.0 % $ 89,235 6.40 % Table of Contents As of March 31, 2010, construction and development loans were 14.2% of total loans. We expect to continue our efforts to reduce our exposure to acquisition and development loans within our current portfolio for the remainder of 2010. However, we may increase the amounts of such loans in our aggregate portfolio through acquisitions, particularly FDIC-assisted transactions. The table set forth below provides detail regarding the geographic distribution of and underlying collateral for our construction and development loans as of March 31, 2010. (in thousands) Alabama Florida Georgia South Carolina Collateral Type Total Average Size Buildable lots $ 4,628 $ 10,463 $ 31,680 $ 18,706 $ 65,477 $ 132 Subdivisions 2,367 12,343 11,412 7,168 33,290 890 Land - commercial 926 12,232 14,941 4,194 32,293 336 Land - residential 3,925 4,285 16,997 6,550 31,757 213 Pre-sold Homes 1,551 1,292 6,484 1,090 10,417 163 Spec / Model Homes 1,503 1,925 6,470 353 10,251 244 Commercial construction - 1,091 1,636 6,417 9,144 703 Raw - agriculture 1,112 1,941 4,938 536 8,527 111 Miscellaneous 591 734 5,725 333 7,383 19 Owner occupied 68 595 2,598 1,999 5,260 250 Apartments - 1,185 - - 1,185 593 Total $ 16,671 $ 48,086 $ 102,881 $ 47,346 $ 214,984 155 As of March 31, 2010, commercial real estate loans were 40.8% of total loans. Of our commercial real estate loan portfolio, approximately 45% was owner-occupied. The table set forth below provides detail regarding the geographic distribution of and underlying collateral for our non-owner occupied commercial real estate loans as of March 31, 2010. (in thousands) Alabama Florida Georgia South Carolina Collateral Type Total Average Size Offices $ 8,784 $ 9,254 $ 15,653 $ 21,243 $ 54,934 $ 687 Apartments 3,407 16,178 20,457 14,616 54,658 959 Hotels and motels 9,312 2,629 33,144 - 45,085 1,326 Retail properties 4,748 6,193 14,277 15,403 40,621 564 Miscellaneous 9,329 6,534 17,711 4,186 37,760 78 Strip centers 705 10,459 17,314 8,085 36,563 1,143 Warehouses 1,826 11,172 8,463 10,479 31,940 694 Commercial and residential rental 1,915 2,318 4,685 6,577 15,495 534 Restaurants and convenience stores 2,965 900 4,341 1,864 10,070 246 Land, golf courses 1,530 890 5,929 1,227 9,576 737 Auto dealerships 5,067 662 3,356 - 9,085 826 Total $ 49,588 $ 67,189 $ 145,330 $ 83,680 $ 345,787 386 Table of Contents Credit Quality. The continued softening in the southeastern regional economic environment has resulted in increased levels of delinquent loans resulting in credit quality ratios that remain above our historical averages. However, the level of delinquent loans decreased to $89.6 million at the end of the first quarter of 2010 compared to $96.1 million at December 31, 2009. The ratio of non-performing assets to loans and other real estate increased slightly to 7.15% at March 31, 2010 compared to 6.71% at the end of 2009. Increases in other real estate from $21.6 million at December 31, 2009 to $32.8 million at March 31, 2010 as well as a decrease in loans outstanding of 3% were the primary cause for increases in the non-performing asset ratio. The table below sets forth our nonperforming loans by type: Nonperforming Loans As of March 31, 2010 (in thousands) Percentage of Total Nonperforming Loans One- to four- family residential permanent $ 19,705 22 % Construction and development 38,225 43 Commercial real estate 23,095 26 Commercial and industrial 5,302 6 Consumer 720 1 Agricultural 2,602 3 Total $ 89,649 100 % In addition, our other real estate owned by type of loan for which the real estate served as collateral is set forth below. Other Real Estate Owned As of March 31, 2010 (in thousands) Percentage of Total Other Real Estate Owned One- to four- family residential permanent $ 8,635 26 % Construction and development 16,763 51 Commercial and industrial 6,690 21 Agricultural 712 2 Total $ 32,800 100 % Our provision for loan losses during the first quarter of 2010 was approximately $10.8 million, which was a decrease of $5.7 million when compared to the fourth quarter of 2009. At March 31, 2010, our allowance for loan losses amounted to $33.6 million, or 2.18% of total loans, excluding covered assets, as compared to $35.8 million, or 2.26% of total loans at December 31, 2009. Net charge-offs on loans during the first quarter of 2010 decreased to $13.0 million, or 3.42% of total loans (annualized), when compared to $22.6 million, or 5.67% of total loans (annualized), during the fourth quarter of 2009. Deposits. Total deposits were essentially flat during the first quarter of 2010 as compared to the previous quarter. As of March 31, 2010, core deposits comprised 78.9% of total deposits, with brokered deposits represented 6.7% of total deposits. Non-time deposits increased to 59% of total deposits as of March 31, 2010, as compared to 47% at the same time in 2009. Retail time deposits represented 34% of total deposits during the first quarter of 2010. Our goal in 2010 is to achieve 65% of our total funding through savings and demand deposits. In addition, our overall cost of deposits was 1.41% for the first quarter of 2010, a decrease from 1.48% for the fourth quarter of 2009 and from 2.46% for the first quarter of 2009. Table of Contents Capital. Despite the weak economic conditions that our industry is facing, our capital position continues to improve. Ameris Bank s capital ratios continue to exceed all regulatory measures, and Ameris Bank is considered well-capitalized for regulatory purposes. Tangible common equity to tangible assets improved during the first quarter of 2010 to 5.97%, compared to 5.86% at the end of 2009. Ameris Bank s Tier 1 capital ratio was approximately 9.29% at March 31, 2010, compared to 9.62% at the end of 2009. Corporate Information Our principal executive office is located at 310 First St., SE, Moultrie, Georgia 31768, our telephone number is (229) 890-1111 and our website address is www.amerisbank.com. Our common stock trades on NASDAQ under the ticker symbol ABCB. Neither the website nor the information on our website is included or incorporated in, or is a part of, this prospectus. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read this summary together with the more detailed information appearing in this prospectus, including our consolidated financial statements and related notes, and the risk factors beginning on page 11, before deciding whether to purchase shares of our Class A common stock. Unless the context otherwise requires, we use the terms Ameresco, our company, we, us and our in this prospectus to refer to Ameresco, Inc. and its subsidiaries. Overview Ameresco is a leading provider of energy efficiency solutions for facilities throughout North America. Our solutions enable customers to reduce their energy consumption, lower their operating and maintenance costs and realize environmental benefits. Our comprehensive set of services addresses almost all aspects of purchasing and using energy within a facility. Our services include upgrades to a facility s energy infrastructure and the construction and operation of small-scale renewable energy plants. As one of the few large, independent energy efficiency service providers, we are able to objectively select and provide the products and technologies best suited for a customer s needs. Having grown from four offices in three states in 2001 to 54 offices in 29 states and four Canadian provinces in 2010, we now combine a North American footprint with strong local operations. Since our inception in 2000, we have served more than 2,000 customers, which include primarily governmental, educational, utility, healthcare and other institutional, commercial and industrial entities. Our principal service is the development, design, engineering and installation of projects that reduce the energy and operations and maintenance, or O M, costs of our customers facilities. These projects typically include a variety of measures customized for the facility and designed to improve the efficiency of major building systems, such as heating, ventilation, air conditioning and lighting systems. We typically enter into energy savings performance contracts, or ESPCs, under which we commit to our customers that our energy efficiency projects will satisfy agreed-upon performance standards upon installation or achieve specified increases in energy efficiency. In most cases, the forecasted lifetime energy and operating cost savings of the energy efficiency measures we install will defray all or almost all of the cost of such measures. In many cases, we assist customers in obtaining third-party financing for the cost of constructing the facility improvements, resulting in little or no upfront capital expenditure by the customer. After a project is complete, we may operate, maintain and repair the customer s energy systems under a multi-year O M contract, which provides us with recurring revenue and visibility into the customer s evolving needs. We also serve certain customers by developing and building small-scale renewable energy plants located at or close to a customer s site. Depending on the customer s preference, we will either retain ownership of the completed plant or build it for the customer. Most of our plants have to date been constructed adjacent to landfills and use landfill gas, or LFG, to generate energy. Our largest renewable energy plant is currently under construction and will use biomass as the source of energy. In the case of the plants that we own, the electricity, thermal energy or processed LFG generated by the plant is sold under a long-term supply contract with the customer, which is typically a utility, municipality, industrial facility or other large purchaser of energy. We also sell and install photovoltaic, or PV, panels and integrated PV systems that convert solar energy to power. By enabling our customers to procure renewable sources of energy, we help them reduce or stabilize their energy costs, as well as realize environmental benefits. Our revenue has increased from $20.9 million in 2001, our first full year of operations, to $428.5 million in 2009. We achieved profitability in 2002 and have been profitable every year since then. Industry Overview The market for energy efficiency services has grown significantly, driven largely by rising and volatile energy prices, advances in energy efficiency and renewable energy technologies, governmental support for energy efficiency and renewable energy programs and growing customer awareness of energy and Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated July 20, 2010 P R O S P E C T U S 8,696,820 Shares Class A Common Stock This is Ameresco s initial public offering. We are selling 6,000,000 shares of our Class A common stock and the selling stockholders are selling 2,696,820 shares of our Class A common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders. Following this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and our Class B common stock will be identical, except with respect to voting and conversion. Each share of our Class A common stock will be entitled to one vote per share and will not convert into any other shares of our capital stock. Each share of our Class B common stock will be entitled to five votes per share and will convert into one share of our Class A common stock upon the occurrence of specified events. George P. Sakellaris, our founder, principal stockholder, president and chief executive officer, will, following this offering, own shares of Class A and Class B common stock representing 82.9% of the combined voting power of our outstanding Class A and Class B common stock. We expect the public offering price to be between $14.00 and $16.00 per share. Currently, no public market exists for the shares of our Class A common stock. After pricing of the offering, we expect that the shares of our Class A common stock will trade on the New York Stock Exchange under the symbol AMRC. Investing in our Class A common stock involves risks that are described in the Risk Factors section beginning on page 11 of this prospectus. Per Share Total Public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling stockholders $ $ The underwriters may also purchase up to an additional 1,044,523 shares of our Class A common stock from us, and up to an additional 260,000 shares of our Class A common stock from certain selling stockholders, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments, if any. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of our Class A common stock will be ready for delivery on or about , 2010. BofA Merrill Lynch RBC Capital Markets Oppenheimer Co. Canaccord Genuity Cantor Fitzgerald Co. Madison Williams and Company Stephens Inc. The date of this prospectus is , 2010. Table of Contents environmental issues. End-users, utilities and governmental agencies are increasingly viewing energy efficiency measures as a cost-effective solution for saving energy, renewing aging facility infrastructure and reducing harmful emissions. According to a 2008 Frost Sullivan report, activity by energy services companies in the North American market for energy management services, including energy efficiency, demand response and other services, grew at a compound annual growth rate, or CAGR, of 22% from 2004 through 2008, with the estimated size of the market reaching more than $5 billion in 2008. Large purchasers of energy and utilities are also increasingly seeking to use renewable sources of energy, such as LFG, wind, biomass, geothermal and solar, to reduce or stabilize their energy costs, meet regulatory mandates for use of renewable energy, diversify their fuel sources and realize environmental benefits, such as the reduction of greenhouse gas emissions. We believe the following trends and developments are driving the growth of our industry: Rising and Volatile Energy Prices. Over the past decade, energy-linked commodity prices, including oil, gas, coal and electricity, have all increased and exhibited significant volatility. From 1999 to 2009, average U.S. retail electricity prices have increased by more than 50%. Potential of Energy Efficiency Measures to Significantly Reduce Energy Consumption. The implementation of energy efficiency measures can significantly reduce the rate at which energy consumption is expected to increase. According to a July 2009 report by McKinsey Company, economically viable and commercially available energy efficiency measures, if fully implemented, have the potential to save more than one trillion kWh of electricity, or 23% of overall U.S. demand, by 2020. Aging and Inefficient Facility Infrastructure. Many organizations continue to operate with an energy infrastructure that is significantly less efficient and cost-effective than now available through more advanced technologies applied to lighting, heating, cooling and other building systems. As these organizations explore alternatives for renewing their aging facilities, they often identify multiple areas within their facilities that could benefit from the implementation of energy efficiency measures, including the possible use of renewable sources of energy. Increased Focus on Cost Reduction. The current economic environment has led many organizations to search for opportunities to reduce their operating costs. There has been a growing awareness that reduced energy consumption presents an opportunity for significant long-term savings in operating costs and that the installation of energy efficiency measures can be a cost-effective way to achieve such reductions. Movement Toward Industry Consolidation. As energy efficiency solutions continue to increase in technological complexity and customers look for service providers that can offer broad geographic and product coverage, we believe smaller niche energy efficiency companies will continue to look for opportunities to combine with larger companies that can better serve their customers needs. Increased market presence and size of energy efficiency companies should, in turn, create greater customer awareness of the benefits of energy efficiency measures. Increasing Legislative Support and Initiatives. In the United States and Canada, federal, state, provincial, and local governments have enacted and are considering legislation and regulations aimed at increasing energy efficiency, reducing greenhouse gas emissions and encouraging the expansion of renewable energy generation. Increased Use of Third-Party Financing. Many organizations desire to use their existing sources of capital for core investments or do not have the internal capacity to finance improvements to their energy infrastructure. These organizations often require innovative structures to facilitate the financing of energy efficiency and renewable energy projects. Customers seeking to upgrade or renew their energy systems are increasingly seeking to enter into ESPCs or other creative arrangements that facilitate third-party financing for their projects. TABLE OF CONTENTS Prospectus Summary 1

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+Prospectus Summary This Prospectus and any supplement to, or document incorporated into this Prospectus includes forward-looking statements . To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as intends , anticipates , believes , estimates , projects , forecasts , expects , plans and proposes . Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the Risk Factors section beginning on page 8 of this Prospectus and the Management's Discussion and Analysis of Financial Position and Results of Operations section elsewhere in this Prospectus. Our Business We are a development stage biopharmaceutical company. We have only recently begun operations and we rely upon the sale of our securities to fund those operations. We were incorporated as 649186 B.C. Ltd., a British Columbia company, on June 10, 2002. On September 9, 2003 we changed our name to Xerxes Health Corp. and on June 26, 2007 we adopted our current name, Neurokine Pharmaceuticals Inc. We have no subsidiaries. Our principal executive office is located at 1275 West 6th Avenue, Vancouver, British Columbia, Canada, V6H 1A6. Our telephone number is (604) 221-0595. Our fiscal year end is January 31. We are engaged in the development and commercialization of therapeutic pharmaceutical products with a strategic emphasis on research and development to innovate applications for existing drugs. This is commonly known as drug re-profiling. Our research and development activities are focused on assessing known drugs and compounds, developing hypotheses concerning their usage for new indications (diseases), and conducting experimentation and clinical research to test those hypotheses. Where appropriate based on our research, we intend to depart from a strict re-profiling strategy to develop new variants of, or delivery methods for, existing drugs or compounds. Our business model currently includes the following activities: identifying new indications for approved and marketed products; securing intellectual property rights to those products; conducting preliminary laboratory tests and clinical trials; and establishing partnerships with large pharmaceutical and biotechnology companies to develop and commercialize products outside of their initial market focus. PROSPECTUS Neurokine Pharmaceuticals Inc. 52,200 Common Shares The date of this Prospectus is March 16, 2010 . Before this offering there has been no public market for our common stock. Neurokine Pharmaceuticals Inc. ( Neurokine , we , us ) is registering 52,200 shares of common stock (including 48,200 shares, 2,000 shares underlying options and 2,000 unissued shares underlying options) held by 31 selling security holders, including 2,000 shares owned by Dr. Ahmad Doroudian, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director, 2,000 shares owned by Khadija Zerouali, the spouse of Dr. Doroudian, 2,000 shares owned by Dr. Maziar Badii, our Director, 2,000 shares underlying options owned by Bruce Pridmore, our Director, and 2,000 unissued shares underlying options owned by Dr. Kamran Shojania, our Director. The selling security holders will have the option to sell their shares at an initial price of USD$0.20 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. As of the date of this registration statement, our common stock has not been approved for quotation on the OTC Bulletin Board. The quotation of our common stock on the OTC Bulletin Board is subject to the approval of a Form 211 Listing Application regarding our common stock by the Financial Industry Regulation Authority (FINRA). In September 2009, Spartan Securities Group, Ltd. submitted a Form 211 Listing Application to FINRA on our behalf as a market maker. FINRA approval of the Form 211 Listing Application remains subject to this registration statement being declared effective by the SEC. We cannot obtain listing of our shares of common stock on the OTC Bulletin Board until this registration statement is declared effective by the SEC and the Form 211 Listing Application is approved by FINRA. There can be no assurance that this registration statement will be declared effective by the SEC or that the Form 211 Listing Application will be approved by FINRA. We will not receive any proceeds from the sale of shares of our common stock by the selling security holders, and we will incur all costs associated with this Prospectus. Our common stock is presently not traded on any national securities exchange or the NASDAQ stock market, and we do not intend to apply to have our common stock listed on any national securities exchange or the NASDAQ stock market. Instead, we plan to apply to have our common stock quoted on the OTC Bulletin Board. However, even if our common stock is quoted on the OTC Bulletin Board, there is no guarantee that a trading market for our common stock will develop and the purchasers in this offering may receive an illiquid security. An investment in our securities is speculative. Investors should be able to afford the loss of their entire investment. See the section entitled "Risk Factors" beginning on Page 7 of this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall the selling security holders sell any of these securities in any state where such an offer or solicitation would be unlawful before registration or qualification under such state's securities laws. Our management believes that our strategic emphasis on drug re-profiling is superior to a strategy based exclusively on new drug development because the drugs we are seeking to re-profile have already passed a significant number of required regulatory tests. Similarly, when compared to developing a new drug, re-profiling typically requires less research and development time and cost and offers a greater possibility of obtaining regulatory approval and ultimately achieving commercialization. On the other hand, drug re-profiling can also pose certain challenges such as securing property rights for non-generic drugs, the cost of which may make re-profiling prohibitive. In spite of any advantages our strategy may provide, we will likely face a wide range of common pharmaceutical industry challenges. For example, any products that we may develop will be required to undergo a time-consuming, costly and burdensome pre-market approval process and we may be unable to obtain regulatory approval for them. We may not commence clinical testing of any products that we may develop and the commercial value of any clinical study that we conduct will depend significantly upon our choice of indication and our patient population selection. If we are unable to commence clinical testing or if we make a poor choice in terms of clinical strategy, we may never achieve revenues. Our clinical trials may also fail to adequately demonstrate the safety or efficacy of our product candidates for our chosen indications, which may force us to abandon our business plan. Even if we are able to ultimately obtain regulatory approval for any products that we may develop, we may never become profitable. We will require substantial additional funds to complete our research and development activities, and if such funds are not available we may need to significantly curtail or cease our operations. We have not carried on any research and development activities since January 2009, and we require financing to continue our research and development activities. Our financing needs may also change substantially because of a number of factors which are difficult to predict or which may be outside of our control; these include increased competition, the costs of licensing existing drugs and protecting rights to our proprietary technology, the resources required to complete pre-clinical and clinical studies, and the length and results of the regulatory approval process. Please see the Risk Factors section beginning on page 7 of this Prospectus for a detailed discussion of the various risks that we will face in carrying out our business plan and product development strategy. To date, we have concentrated our research and development activities on innovating uses for existing drugs for the treatment of diseases mediated by acute and chronic inflammatory reactions. Through our research, we have identified and, where required, secured the rights necessary to develop two anti-inflammatory products, NK-001 and NK-002, that we believe hold promising prospects for the treatment of neurocognitive impairment and Alzheimer s disease, respectively. NK-001 is a new application of an existing new drug and therefore adheres to our re-profiling strategy. We do not anticipate that NK-001 will require pre-clinical, preliminary safety or pharmacokinetic (the process by which the drug is metabolized by the body) studies. NK-001 is a new application of the drug Etanercept, which is marketed under United States Food and Drug Administration ( FDA ) approval as a treatment for rheumatoid arthritis. Because Etanercept has already been the subject of safety studies on a patient population similar to patients targeted by NK-001, we do not anticipate having to complete these additional studies before proceeding to later-stage clinical trials, and we have received approval to conduct clinical trials in South Africa on that basis. In contrast, NK-002 is a new formulation for the delivery of an existing drug and is therefore properly classified as a new drug. As a new drug, NK-002 will require a complete development program, including the full range of successful pre-clinical, safety and pharmacokinetic studies before advanced clinical testing will be permitted to occur. Both of our planned products, including our flagship product NK-001, are in the development stage as of the date of this Prospectus and neither has been approved to date for sale to the public in any country. The research and development activities required to produce the intellectual property underlying our two product candidates, NK-001and NK-002, was carried out by Dr. Ahmad Doroudian, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director, Jonathan Willmer, our former Chief Medical Officer and former Director, and Dr. Hassan Salari, our former President, former Secretary, former Chief Scientific Officer, former Chairman and former Director, in their capacity as our officers. To date, we have outsourced all other research and development work to third parties, including clinical trial planning, laboratory services, data management, statistical services and report writing. We anticipate that we will continue to rely on third parties to satisfy our research and development requirements until such time as it becomes cost effective to hire employees to satisfy those requirements. We have not carried on any research and development activities since January 2009 and our ability to continue our research and development activities depends on securing additional financing. A brief summary of the major stages of our business plan that we are seeking to complete over the next 12 months (beginning March 2010) and the cost estimates to complete each step are as follows: Commence and complete our planned Phase II clinical trials of NK-001 (50 patients) - $1,355,000; and Complete pre-clinical studies of NK-002 - $500,000. We will also be required to complete additional steps in order to market and sell any of our products to the public. Our determination of which specific additional steps we will need to complete before any of our products become marketable may vary depending on the results of the clinical trials and studies mentioned above. The following table sets out the various steps we anticipate we must complete in order to carry out our business plan for our two planned products. Estimated costs and completion times have been indicated where estimable, as has any progress made to date. Anticipated Steps Product NK-001 NK-002 Secure Intellectual Property Protection of Drug Concept Patent Application Submitted Patent Application Submitted Secure Rights to Use Re-Profiled Drug Not Required (Generic Drug) Not Required (Generic Drug) Pre-Clinical Testing Not Required Pre-Clinical Trials Delayed Until Sufficient Financing is Secured Estimated Cost: $500,000 Estimated Completion Date: November, 2010 Secure Investigational New Drug Approval or Equivalent Not Required (Generic Drug) Required Phase I Clinical Trials Not Required Required Phase II Clinical Trials Clinical Trial Protocol Complete and Approved for Implementation Clinical Trials Delayed Until Sufficient Financing is Secured Estimated Cost: $1,355,000 Estimated Completion Date: November, 2010 Required Phase III Clinical Trials Required Required Submit New Drug Application or Equivalent and Obtain Marketing Approval Required Required Finance Marketing and Manufacturing of Approved Drug or Secure Marketing and Manufacturing Partner Required Required Please see the Description of Business section beginning on Page 32 of this Prospectus for a more detailed discussion of the research and development status of our products and the steps required to bring each of them to market.

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+This summary highlights selected information about us and the ADSs that we are offering. It may not contain all of the information that may be important to you. Before investing in the ADSs, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our audited consolidated financial statements and the related notes, and the sections entitled Risk Factors and Operating and Financial Review and Prospects included elsewhere in this prospectus. Overview We are a leading full-service bank in Brazil, which we believe to be one of the most attractive markets in the world given its growth potential and low penetration rate of banking products and services. We are the third-largest private bank in Brazil, according to the Central Bank, with a 9.3% market share in terms of assets, at December 31, 2009 and the largest bank controlled by a major global financial group. Our operations are located across the country and strategically concentrated in the South and Southeast, an area that accounted for approximately 73.0% of Brazil s GDP in 2007, and where we have one of the largest branch networks of any Brazilian bank. For the year ended December 31, 2009, we generated net profit of R$5.5 billion, and at that date we had total assets of R$315.9 billion and shareholders equity of R$69.3 billion. Our Basel capital adequacy ratio (which excludes goodwill) at December 31, 2009 was 25.6%. In August 2008, we acquired Banco Real which at the time was the fourth-largest private Brazilian bank as measured by assets. As a result of the acquisition of Banco Real and our organic growth, our net credit portfolio increased from R$44.6 billion at June 30, 2008 to R$132.3 billion at December 31, 2008, and our total deposits increased from R$46.9 billion at June 30, 2008 to R$124.0 billion at December 31, 2008, in each case as reported in our Brazilian GAAP financial statements. In the same period, our active current account holder base increased from approximately 3.5 million to approximately 7.7 million and our distribution network of branches and on-site service units increased from 1,546 to 3,603. Banco Real s operations are highly complementary to our pre-acquisition operations. We believe that the acquisition offers significant opportunities for the creation of operating, commercial and technological synergies by preserving the best practices of each bank. Banco Real s strong presence in the states of Rio de Janeiro and Minas Gerais has further strengthened our position in the South and Southeast, complementing our strong footprint in the region, particularly in the state of S o Paulo. The acquisition of Banco Real has further consolidated our position as a full-service bank with nationwide coverage and scale to compete effectively in our target markets. Since the mid-1990s, Brazil has benefited from political, social and macroeconomic stability coupled with improvements in real income and a resulting high rate of upward social and economic mobility. During this period, the Brazilian financial services industry has experienced substantial growth, as economic stability, increased employment rates and rising purchasing power of the Brazilian population have been contributing to an increase in penetration of financial products and services. Nonetheless, the Brazilian financial market still presents a low credit penetration as compared to that of other developed and emerging markets, offering further growth opportunities. According to a World Bank 2009 Report, the ratio of total credit to GDP was approximately 50% in Brazil in 2007. As of December 31, 2007, in the United States, the ratio of total credit to GDP was approximately 169% according to central bank statistics. The Brazilian housing credit market is still incipient, with total mortgage loans accounting for approximately 2% of the GDP in 2007, according to the Central Bank, while, for example, in the United States the figure was approximately 68% in the same period according to the World Bank. We expect that credit penetration will continue to increase as a result of a relatively stable macroeconomic environment and customer-tailored new product offerings. In addition, we expect housing financing to grow given favorable trends, including a housing deficit, governmental focus on stimulating growth in the construction sector and legal reforms supporting the development of mortgage products. The Brazilian financial market is concentrated, with the four largest banks accounting for approximately 58% of total loans and 67% of total deposits at December 31, 2009, according to the Central Bank. PRESENTATION OF FINANCIAL AND OTHER INFORMATION All references herein to the real , reais or R$ are to the Brazilian real, the official currency of Brazil. All references to U.S. dollars , dollars or U.S.$ are to United States dollars. All references to the euro , euros or are to the common legal currency of the member states participating in the European Economic and Monetary Union. References to CI$ are to Cayman Island dollars. See Exchange Rates for information regarding exchange rates for the Brazilian currency since 2004. Solely for the convenience of the reader, we have translated certain amounts included in Summary Financial and Operating Data , Capitalization , Selected Financial and Operating Data and elsewhere in this prospectus from reais into U.S. dollars using the exchange rate as reported by the Central Bank of Brazil, or Central Bank , as of December 31, 2009, which was R$1.7412=U.S.$1.00, or on the indicated dates (subject to rounding adjustments). We make no representation that the real or U.S. dollar amounts actually represent or could have been or could be converted into U.S. dollars at the rates indicated, at any particular exchange rate or at all. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Financial Statements We maintain our books and records in reais, our functional currency and presentation currency for the consolidated financial statements. This prospectus contains our consolidated financial statements as of December 31, 2009 and 2008, and for the years ended December 31, 2009, 2008 and 2007. Such consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB)( IFRS ), and have been audited by Deloitte Touche Tohmatsu Auditores Independentes, an independent registered public accounting firm, whose report is included herein. We have included in this prospectus selected financial data for the Bank which have been derived from audited financial statements as of December 31, 2007, also prepared in accordance with IFRS. As discussed in notes 3 and 26 to our consolidated financial statements, on August 29, 2008, Banco ABN AMRO Real S.A. and ABN AMRO Brasil Dois Participa es S.A. (collectively, Banco Real) became our wholly owned subsidiaries pursuant to a share exchange transaction (incorpora o de a es). As a consequence of this transaction, our results of operations for the year ended December 31, 2008 are not comparable to our results of operations for the year ended December 31, 2007 because of the consolidation of Banco Real in our financial statements as from August 30, 2008. See Operating and Financial Review and Prospects Acquisition of Banco Real . The combined financial statements of Banco Real at and for the year ended December 31, 2007 and the income statement for the period from January 1 to August 29, 2008 have been audited, as stated in the report appearing herein, and are included in this prospectus. The unaudited combined interim financial statements of Banco Real for the period from January 1 to August 29, 2007 are included in this prospectus for comparative purposes. These financial statements are prepared in accordance with IFRS. We have included in this prospectus selected financial data for the Bank which have been derived from unaudited financial statements at and for the years ended December 31, 2006, and 2005 prepared in accordance with accounting practices derived from the Brazilian corporate law and standards of the Brazilian Monetary Council and the Central Bank or Brazilian GAAP . The Bank was formed as a result of the reorganization of the Brazilian Table of Contents We are a member of the Santander Group, one of the largest financial groups in the world as measured by market capitalization. In 2009, Santander Spain s shares appreciated 71.1% compared to 2008 and registered a market value of 95.0 billion at December 31, 2009. In addition, at December 31, 2009, the Santander Group had shareholders equity of 73.8 billion and total assets of 1,110.5 billion. With over 150 years of experience, the Santander Group has a balanced geographic diversification of its business between mature and emerging markets. The Santander Group is present in nine key markets: Spain, Portugal, Germany, United Kingdom, Brazil, Mexico, Chile, Argentina and the United States, serving approximately 90 million customers through more than 13,660 branches. In the year ended December 31, 2009, our operations accounted for approximately 20.0% of Santander Group s net income. The following table shows certain financial and operational data for our operations. At and for the Years Ended December 31, (In millions of R$, except as otherwise indicated) 2009 2008 2007(1) Financial Data Assets 315,973 294,190 108,319 Total loans and advances to customers, gross 138,394 142,649 51,453 Total deposits 170,637 182,312 74,055 Shareholders equity(2) 68,706 49,318 8,671 Net interest income 22,167 11,438 6,195 Fee and commissions income 7,148 4,809 3,364 Total income 31,280 15,971 11,367 Net profit for the period 5,508 2,379 1,903 Return on average shareholders equity 9.8 % 10.3 % 18.1 % Return on average shareholders equity (excluding goodwill)(3) 19.3 % 16.8 % 18.1 % Efficiency ratio(2) 35.0 % 45.0 % 39.2 % Basel capital adequacy ratio(5) 25.6 % 14.7 % 14.2 % Operational Data Number of customers (in thousands)(6) 22,240 20,859 8,174 Number of ATMs (in units) 18,094 18,120 7,639 Number of branches (in units) 2,091 2,083 904 Market share (based on assets)(7)(8) 9.2 % 10.5 % 4.5 % Market share (based on deposits)(7)(8) 10.6 % 11.0 % 4.9 % Market share (based on loan portfolio)(7)(8) 11.5 % 12.3 % 5.1 % _______________ (1) 2007 Figures do not include Banco Real figures. Banco Real has been consolidated with our financial statements since August 30, 2008. (2) Does not include minority interests and valuation adjustments. (3) Adjusted return on average shareholders equity, Average shareholders equity excluding goodwill as a percentage of average total assets excluding goodwill and Nonperforming assets as a percentage of shareholders equity excluding goodwill are non-GAAP financial measurements which adjust Return on average shareholders equity, Average shareholders equity as a percentage of average total assets and Nonperforming assets as a percentage of shareholders equity , to exclude the R$27.5 billion of goodwill arising from the acquisition of Banco Real in 2008. For a discussion on the differences between Brazilian GAAP and IFRS, see note 45 to our consolidated financial statements. (4) Efficiency ratio is defined as administrative expenses divided by total income. The ratio for the six months ended December 31, 2008 is presented on a pro forma basis. See Unaudited Pro Forma Consolidated Financial Information . (5) In July 2008, new regulatory capital measurement rules, which implement the Basel II standardized approach, went into effect in Brazil, including a new methodology for credit risk and operational risk measurement, analysis and management. As a result, our capital adequacy ratios as of any date after July 2008 are not comparable to our capital ratios as of any prior date. Our Basel capital adequacy ratios are calculated excluding goodwill, in accordance with the Basel II standardized approach (provided by the International Convergence of Capital Measurement and Capital Standards A Revised Framework Comprehensive Version issued by the Basel Committee on Banking Supervision from the Bank for International Settlements). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents banking interests of the Santander Group in 2006. Prior to August 31, 2006, the Santander Group held controlling interests, directly and indirectly, in four separate entities through which it conducted its banking operations in Brazil: Banco Santander Brasil S.A., Banco Santander Meridional S.A., Banco Santander S.A. and Banco do Estado de S o Paulo S.A. Banespa. On August 4, 2006, this group of banks was reorganized into a consolidated group under the Bank. The selected financial data included in this prospectus for the years ended December 31, 2006 and 2005 reflect the combined unaudited income statement data of the Bank, Banco Santander Brasil S.A., Banco Santander S.A. and Banco do Estado de S o Paulo S.A. Banespa for the years ended December 31, 2006 and 2005 and the combined unaudited balance sheet data of these banks at December 31, 2005. Selected financial data at December 31, 2006 reflect consolidated audited financial data because these banks were reporting on a consolidated basis at that date. IFRS differs in certain significant respects from U.S. GAAP. IFRS also differs in certain significant respects from Brazilian GAAP. Note 45 to our audited financial statements for the years ended December 31, 2009 and 2008, included herein, contains information relating to certain differences between IFRS and Brazilian GAAP. Unless otherwise indicated, all financial information of our company included in this prospectus is derived from our consolidated financial statements and Banco Real s combined financial statements prepared in accordance with IFRS. We prepare and will continue to prepare statutory financial statements in accordance with Brazilian GAAP. As we are required to follow Brazilian Central Bank regulations, we have not adopted in our consolidated financial statements prepared in accordance with Brazilian GAAP, the accounting rules issued by the Accounting Rules Committee (Comit de Pronunciamentos Cont beis), or CPC , and approved by the CVM to the extent that such rules have not been adopted by the Brazilian Central Bank. Under CMN Resolution No. 3786, dated September 24, 2009, as of December 31, 2010, our statutory consolidated financial statements must be prepared in accordance with IFRS. See Regulatory Overview Auditing Requirements . This prospectus includes pro forma consolidated financial information at and for the year ended December 31, 2008 that gives effect to our incorporation of Banco Real as if the acquisition of Banco Real by the Santander Group and the share exchange transaction (incorpora a de a es) had occurred as of January 1, 2008. See Unaudited Pro Forma Consolidated Financial Information . Market Share and Other Information We obtained the market and competitive position data, including market forecasts, used throughout this prospectus from internal surveys, market research, publicly available information and industry publications. We have made these statements on the basis of information from third-party sources that we believe are reliable, such as the Brazilian association of credit card companies (Associa o Brasileira de Empresas de Cart es de Cr dito e Servi os), or ABECS ; the Brazilian association of leasing companies (Associa o Brasileira de Empresas de Leasing), the Brazilian association of savings and mortgage financing entities (Associa o Brasileira de Cr dito Imobili rio e Poupan a), the Brazilian bank federation (FEBRABAN Federa o Brasileira de Bancos) or FEBRABAN ; the Brazilian development bank (Banco Nacional de Desenvolvimento Econ mico e Social), or BNDES ; the Brazilian Institute of Geography and Statistics, or the IBGE ; the Central Bank; the Central Bank system (Sistema do Banco Central), or SISBACEN , a Central Bank database; the Getulio Vargas Foundation (FGV Funda o Get lio Vargas), or FGV ; the insurance sector regulator (Superintend ncia de Seguros Privados), or SUSEP ; the national association of financial and capital markets entities (Associa o Brasileira das Entidades dos Mercados Financeiro e de Capitais), or ANBIMA ; and the national federation of private retirement and life insurance (Federa o Nacional de Previd ncia Privada e Vida), or FENAPREVI , among others. Industry and government publications, including those referenced here, generally state that the information presented therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, we have not independently verified the competitive position, market share, market size, market growth or other data provided by third parties or by industry or other publications. We and the selling shareholders do not make any representation as to the accuracy of such information. Table of Contents (6) Current and non-current account-holders. (7) Source: Central Bank. (8) As of September 30, 2009. Our Businesses Our business consists of three operating segments: Commercial Banking, Global Wholesale Banking and Asset Management and Insurance. The following table shows selected financial data for our operating segments. For the Years Ended December 31, 2009 2008 2007 Net Interest Income % of Total Net Interest Income % of Total Net Interest Income % of Total (In millions of R$, except as otherwise indicated) Commercial Banking 20,260.3 91.4 10,191.7 89.1 5,491.8 88.6 % Global Wholesale Banking 1,766.8 8.0 1,213.5 10.6 693.3 11.2 % Asset Management and Insurance(1) 139.9 0.6 32.8 0.3 10.2 0.2 % Total 22,167.0 100.0 11,438.0 100.0 6,195.3 100.0 % _______________ (1) In 2008 and 2007, does not include results of operations of the asset management and insurance companies acquired through a series of share exchange transactions (incorpora es de a es) on August 14, 2009. Commercial Banking: We focus on customer relationships, extending credit, services and products to individuals and corporations (other than global corporate customers who are served by our Global Wholesale Banking segment) through personal loans (including real estate and automobile financing, unsecured consumer financing, checking account overdraft loans, credit cards and payroll loans), leasing, commercial loans, working capital lines and foreign trade financing. Our product offering extends to private retirement plans, insurance, bill collection and processing services. Our Commercial Banking operations also include private banking typically for individuals with investment assets of over R$1.0 million. Our business model is based on a tailored approach to each income class of our individual customers (high-, mid- and low-income classes) in order to address their specific needs. We are particularly well positioned in the mid-income class (monthly income in excess of R$1,200 and below R$4,000) and the high-income class (monthly income in excess of R$4,000). Our customers are serviced throughout Brazil primarily through our branch network, which, at December 31, 2009, consisted of 2,091 branches, 1,502 on-site service units located at our corporate customers premises, and 18,094 ATMs, as well as our Internet banking platform and our call center operations. We believe our retail operations have benefited significantly from the acquisition of Banco Real by improving our geographic coverage of Brazil and complementing our client portfolios. For example, Banco Real has historically had a strong presence in the high-income class and SMEs, and in products such as automobile financing, while our strengths have been historically in the mid-income class and civil servant sectors, and in insurance products. Global Wholesale Banking: We are a leading wholesale bank in Brazil and offer financial services and sophisticated and structured solutions to our customers, in parallel with our proprietary trading activities. Our wholesale banking business focuses on servicing approximately 700 large local and multinational conglomerates, which we refer to as Global Banking & Markets, or GB&M , customers. In the year ended December 31, 2009, Brazilian operations represented approximately 30.0% of the Santander Group s wholesale banking business measured by profit before tax. Our wholesale business provides our customers with a wide range of domestic and international services that are specifically tailored to the needs of each client. We offer products and services in the following key areas: global transaction banking, credit markets, corporate finance, equities, rates, market making and proprietary trading. Our customers benefit from the global services provided by the Santander Group s integrated wholesale banking network and local market expertise. Our proprietary trading desk is under strict risk control oversight and has consistently shown positive results, even under volatile scenarios. Amendment No. 2 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banco Santander (Brasil) S.A. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant s name into English) Federative Republic of Brazil 6029 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Avenida Presidente Juscelino Kubitschek, 2235 and 2041 Bloco A Vila Ol mpia S o Paulo, SP 04543-011 Federative Republic of Brazil (55 11) 3553-3300 (Address, including zip code, and telephone number, including area code, of Registrant s principal executive offices) Table of Contents Asset Management and Insurance: According to ANBIMA, as of December 31, 2009, our Asset Management segment had R$108.3 billion in assets under management, approximately a 20% increase from the same date in 2008, which made us the fourth largest asset manager in Brazil with a 7.5% market share. We were chosen by Exame magazine in August 2009 as the best manager of Equity Funds in Brazil. Our product offering includes fixed income, money market, equity and multi-market funds. As part of our insurance business, we offer primarily bancassurance products related to our core banking business, such as home, credit, life insurance and capitalization and pension products, to our retail and SME customers. On March 19, 2009, we acquired 50% of Real Seguros Vida e Previd ncia S.A. (formerly Real Tokio Marine Vida e Previd ncia S.A.). We believe that our strong branch network and client base will allow us to further expand the bancassurance business in a coordinated manner to individuals and SMEs as well as large corporations. On August 14, 2009, our shareholders transferred certain Brazilian asset management and insurance companies that were previously owned by Santander Spain to us, through a series of share exchange transactions (incorpora es de a es) in order to consolidate all of Santander Group s Brazilian insurance and asset management operations into Santander Brasil. These transactions were approved by the Central Bank and SUSEP (with respect to the insurance operations). Our Competitive Strengths We believe that our profitability and competitive advantages are the result of our five pillars: nationwide presence with a leading position within the high income regions of the country; wide range of products tailored to meet client needs; conservative risk profile; scalable state-of-the-art technology platform; and focus on sustainable growth, both organically and through selective acquisitions. Relationship with the Santander Group We believe that being part of the Santander Group offers us a significant competitive advantage over the other banks in our peer group, none of which is part of a similar global banking group. This relationship allows us to: leverage the Santander Group s global information systems platform, reducing our technology development costs, providing operational synergies with the Santander Group and enhancing our ability to provide international products and services to our customers; access the Santander Group s multinational client base; take advantage of the Santander Group s global presence, in particular in other countries in Latin America, to offer international solutions for our Brazilian corporate customers financial needs as they expand their operations globally; selectively replicate or adapt the Santander Group s successful product offerings from other countries in Brazil; benefit from the Santander Group s operational expertise in areas such as internal controls and risk management, which practices have been developed in response to a wide range of market conditions across the world and which we believe will enhance our ability to expand our business within desired risk limits; leverage the Santander Group s experience with integrations to maximize and accelerate the generation of synergies from the Banco Real acquisition and any future acquisitions; and benefit from the Santander Group s management training and development which is composed of a combination of in-house training and development with access to managerial expertise in other Santander Group units outside Brazil. Banco Santander, S.A. New York Branch 45 E. 53rd Street New York, New York 10022 Attn: James H. Bathon, Chief Legal Officer (212) 350-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Strong presence in attractive demographic and geographic areas We are well positioned to benefit from the growth in our customer base and the relatively low penetration of financial products and services in Brazil, through sales of key products such as credit cards and insurance. Mid- and high-income customers provide access to a stable and low-cost funding base through customer time and demand deposits. Furthermore, we believe that our focus on these income classes has increased our profitability, as they have traditionally produced higher volumes and margins. We are focused on the growing mid- and high-income classes in Brazil, which we define as individuals with monthly income in excess of R$1,200 and R$4,000, respectively. We believe that there is further potential through the use of our existing, scalable and newly redesigned IT platform for increasing the penetration of financial products and services with our client base of approximately 10.2 million account holders according to the Central Bank as of December 31, 2009. For example, on December 31, 2009, only 22% of our current account holders had personal loans and only 60% had a credit card. In addition, the acquisition of Banco Real strengthened our competitive position in the South and Southeast regions of Brazil, an area that accounted for approximately 73% of Brazil s GDP in 2007, and where we now have one of the largest branch networks among Brazilian banks, according to the Central Bank. Our presence in these attractive geographic areas, combined with our focus on mid- and high-income customers, allow us to effectively cover a significant portion of Brazil s economic base. Track record of successful integrations The Santander Group has expanded its footprint worldwide through the successful integration of numerous acquired businesses. For example, Abbey National Bank in the United Kingdom improved its efficiency ratio (cost to income) from 70.0% in 2004 (when it was acquired by Santander Spain) to 55.1% in 2006 and to 45.2% in 2008. In addition, since 1997, the Santander Group has acquired six banks in Brazil, demonstrating its ability to execute complex acquisitions in this market, integrate the acquired companies into its existing business and improve the acquired companies operating performance. Our first significant acquisition was of Banespa in November 2000. In our acquisitions, we aim to combine the best elements of each bank into a single institution, benchmarking business strategies, key personnel, technology and processes of each bank to ensure the optimal combination for a sustainable competitive position. In particular, this is the case with our integration of Banco Real, from which we are seeking to achieve cumulative cost synergies of approximately R$2.4 billion (calculated based on the costs of Santander Brasil and Banco Real for 2008 adjusted for inflation and estimated salary increases) and cumulative revenue synergies of approximately R$300 million by December 31, 2011. We started the process of the operational, commercial and technological integration of Banco Real immediately following the share exchange (incorpora o de a es) in August 2008. We developed a three-year integration plan, which we are carefully executing in an effort to achieve synergies and ensure that best practices will be identified and implemented. Our wholesale banking operations have been fully integrated since the end of 2008. In March 2009, we began the integration of the branch networks and electronic distribution channels of the two institutions to enable customers to perform not only cash withdrawals but a full range of transactions at branches or ATMs of either bank. We expect to have fully integrated ATM and branch networks in 2010. We believe that we have thus far achieved our key integration goals, including maintaining and improving customer service; identifying operational strengths of each bank and maintaining and leveraging these strengths; establishing a new business culture among our employees focused on our strengths; retaining and developing trained and talented employees; and achieving our operating targets. Leading market position We rank third among private banks in Brazil, according to the Central Bank, in terms of assets with a market share of 9.3% as of December 31, 2009. Among these banks, we believe we hold a top three market position in most of our key product lines as evidenced by our market share in the following selected products and regions. With copies to: Nicholas A. Kronfeld Davis Polk & Wardwell LLP 450 Lexington Avenue New York, N.Y. 10017 Phone: (212) 450-4000 Fax: (212) 450-4800 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, please 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o 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. o 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. o Table of Contents At December 31, 2009 Market share (%) Overdraft 19.2 Payroll/individual loans 12.1 Auto leasing/CDC 14.9 Credit cards 9.9 Branches 11.6 Southeast 14.9 South 8.6 _______________ Source: Central Bank. The acquisition of Banco Real has further extended our reach in the Brazilian market. We believe that our size and market leadership position provide us with exceptional competitive opportunities including the ability to gather market intelligence to support decision-making in determining business opportunities and in meeting our customers needs operating as a full-service bank. Since the acquisition of Banco Real, we have increased our market share in key business lines such as payroll/individual loans, overdraft on current accounts and credit cards. In addition, we are a leading wholesale bank in Brazil. Through our unique access to the Santander Group s global network, we are able to support our large Brazilian corporate customers in the internationalization of their businesses, for example, through trade and acquisition financing, which brings together a loan syndicate that could use several take-out strategies in different markets. As one of the top tiered banks in the country, and in light of the opportunities for leveraging our operating segments, our broad product offering and geographic presence, we are well positioned to gain market share. State-of-the-art integrated technology platform We operate a high generation customer-centered technology platform that incorporates the standards and processes, as well as the proven innovations, of both the Santander Group worldwide and Banco Real. The incorporation of a customer relationship management system enables us to deliver products and services targeted to the needs of our customers. Because our IT platform is integrated with that of the Santander Group, we are able to support our customer s global businesses and benefit from a flexible and scalable platform that will support our growth in the country. This platform has been enriched with a set of customer-focused features inherited from Banco Real, which we believe provides us with a significant competitive advantage. Our Strategy Our goal is to be the leading full service bank in Brazil in terms of revenues, profitability and brand recognition, as well as client, stakeholder and workforce satisfaction. We strive to be a relationship bank and the primary bank of our retail and wholesale customers based on sustainable practices, serving them with our full range of products. We believe that we can achieve these goals by employing the following strategies: Improve operating efficiency by benefiting from integration synergies and implementing best practices We will continue seeking ways to further improve our operating efficiency and margins. We intend to maintain investment discipline and direct resources to areas that generate improvements in our client management and increase our revenues. We expect to be able to generate additional synergies from the combination of best practices of Santander Brasil and Banco Real, both in terms of revenues as we further leverage on relationship and cross selling opportunities across a wider client base, as well as in terms of costs as we realize the potential gains driven by scale, raising our efficiency levels. We believe that synergies creation will be supported by the complementary geographic distribution and customer base of the combined branch networks and the banks relatively low product overlap. Our integration has already shown a significant expense reduction, with our cost-to-income ratio declining from 44.1% (administrative expenses divided by total income presented on a pro forma basis) in 2008 to 35.0% in 2009. CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price(2) Amount Of Registration Fee(3) Units(1) 104,310,828 Units $1,313,794,878.7 $93,673.57 Common shares, without par value Preferred shares, without par value (1) Each unit represents 55 common shares, without par value, and 50 preferred shares, without par value. A separate Registration Statement on Form F-6 (File No. 333-162027) was filed on September 21, 2009 and declared effective on October 6, 2009. The Registration Statement on Form F-6 relates to the registration of American depositary shares, or ADSs , evidenced by the American depositary receipts issuable upon deposit of the Units registered hereby. Each ADS represents one unit. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 based on the average high and low reported sales price on the New York Stock Exchange on August 12, 2010. (3) Pursuant to Rule 457(p), the filing fee is offset by the $150,574.91 previously paid in connection with the filing of Amendment No.1 to this Registration Statement on Form F-1 on July 9, 2010. No Units were sold pursuant to the Amendment No. 1 to this Registration Statement. 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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Expand product offering and distribution channels in Commercial Banking We intend to further increase our business and operations throughout Brazil, expanding our Commercial Banking services to existing and prospective retail customers. We plan to offer new products and services to existing customers based on each customer s profile through our numerous distribution channels by leveraging our customer relationship management data base and IT platform. Our efforts related to the offer of new products and expansion of our reach to other markets will continue to be focused on the correct risk measurement of those opportunities. We also will seek to increase our market share through the offering of innovative banking products and intend to focus on product areas where we believe there is opportunity to increase our presence in the Brazilian market, for example in credit cards and insurance products. Furthermore, we plan to attract current account holders by capturing users of our products, such as automobile financing, insurance or credit cards. We will continue to focus our marketing efforts to enlarge our customer base and increase the number of products used by each client, as well as to increase our share in those products for which clients generally operate with more than one bank. We intend to improve our competitiveness by further strengthening our brand awareness, particularly through marketing. We intend to improve and expand the distribution channels for our products through our traditional branch network and alternative marketing and direct sales distribution channels such as telemarketing, Internet banking and correspondent banks. We plan to open 600 new branches by 2013 in our stronghold area of South and Southeastern Brazil and other regions where we have critical mass. We will continue to maximize the synergies and leverage the opportunities between our corporate and retail businesses. For instance, when rendering payroll services to our corporate customers, we can place an on-site service unit at our corporate client s premises and thereby access its employees as a potential new customer base and achieve the critical mass necessary to open a new branch in that area. We intend to grow our mortgage business as a consequence of the housing deficit in Brazil and the legal reforms supporting mortgage financing. Capitalize on our strong market position in the wholesale business We provide multinational corporations present in Brazil and local companies, including those with operations abroad, with a wide variety of financial products, utilizing our worldwide network to serve our customers needs with customized solutions. We intend to further focus on our strong worldwide position as a client relationship wholesale bank, in line with the Santander Group s worldwide strategy for the Global Wholesale Banking segment. We expect to benefit from the Santander Group s strengthened market position as a key player in the global banking industry and thereby strengthen our existing relationships and build new lasting relationships with new customers, exploring the widest possible range of our product portfolio, particularly higher margin products. In addition, as a leading local player with the support of a major international financial institution, we intend to be a strong supporter of Brazilian corporations as they continue to expand their businesses worldwide. Moreover, we believe that we can use our relationship with large corporate customers to access their suppliers as potential new customers. In addition, we intend to distribute treasury products to smaller companies or individuals through the Santander Global Connect (SGC) platform. Further develop a transparent and sustainable business platform We will maintain a commitment to economic, social and environmental sustainability in our procedures, products, policies and relationships. We will continue building durable and transparent relationships with our customers through understanding their needs and designing our products and services to meet those needs. We believe that our commitment to transparency and sustainability will help us create a business platform to maintain growth in our operations over the long term and that is instrumental to forge business relationships, improve brand recognition and attract talented professionals. We will continue to sponsor educational opportunities through Santander Universidades and the Universia portal to foster future potential customer relationships. Table of Contents Continue growing our insurance business We intend to continue growing our insurance business, particularly bancassurance. Our commitment to grow in this segment was recently evidenced by our acquisition of the remaining 50% of Real Seguros Vida e Previd ncia S.A. (formerly Real Tokio Marine Vida e Previd ncia S.A.). We expect to increase our presence within the insurance segment by leveraging our strong branch network and client base, particularly in the South and Southeast, to cross-sell insurance products with the goal of maximizing the income generated by each customer, as well as using our strong relationships with small and medium-sized businesses with annual gross revenues of less than R$30 million, or SMEs , and large corporations within the country. We intend to sell our products by means of our traditional distribution channels, such as branches, and also through ATMs, call center and Internet banking. Recent Events Acquisition of Asset Management and Insurance Companies On August 14, 2009, as a result of a capital contribution by our parent company and a series of share exchange transactions, 100% of the share capital of certain Brazilian asset management, insurance and banking companies, all of which were previously owned by Santander Spain and minority shareholders, were transferred to us. These transactions were approved by the Central Bank and by SUSEP (with respect to the insurance operations). The purpose of these transactions was to consolidate Santander Spain s investments in Brazil, to simplify the current Santander Group corporate structure and to consolidate Santander Spain s and the minority shareholders interests in such entities in Santander Brasil. As a result of these transactions, our capital stock was increased by approximately R$2.5 billion through the issuance of 14,410,886,181 shares, comprised of 7,710,342,899 common shares and 6,700,543,282 preferred shares. Under IFRS, we accounted for the share exchange transactions as of the date such transactions were completed based on the historical carrying amounts of assets and liabilities of the companies transferred. The following table sets forth the historical carrying amounts transferred: Assets 17,680,796 Of which: Debt instruments 2,522,657 Equity instruments 13,372,434 Loans and advances to customers 172,190 Tangible assets 4,072 Liabilities 17,680,796 Of which: Customer deposits 918,682 Liabilities for insurance contracts 13,350,163 Provisions 159,758 Shareholders equity 2,471,413 On March 19, 2009, we acquired the remaining 50.0% ownership interest in Real Tokio Marine Vida e Previd ncia S.A. (whose name has been changed to Real Seguros Vida e Previd ncia S.A., subject to SUSEP s approval) for R$678 million through the exercise of an option we had acquired in connection with our acquisition of Banco Real. Real Tokio Marine Vida e Previd ncia S.A. was a joint venture created in 2005 between Banco Real and the Japanese Tokio Marine. On September 30, 2009, we merged Real Seguros Vida e Previd ncia S.A. into Santander Seguros S.A. and Real Capitaliza o S.A. into Santander Capitaliza o S.A. These transactions remain subject to approval by SUSEP. The acquisition has expanded our activities in the Brazilian insurance and private retirement sectors. The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated August 16, 2010 PROSPECTUS 104,310,828 Units Banco Santander (Brasil) S.A. (incorporated in the Federative Republic of Brazil) in the form of American Depositary Shares Table of Contents Acquisition of Santander Spain s credit portfolio In 2009, we acquired from Santander Spain through our Grand Cayman branch, on market terms, a portfolio of trade and export financing agreements related to transactions carried out with Brazilian clients or their affiliate companies abroad, in the amount of U.S.$1,977 million, the equivalent of R$3,442 million. Disposal of assets not related to our core businesses In 2009, we recorded a net gain of R$3,315 million in gains/losses on disposal of assets not classified as non-current assets held for sale, relating to the disposal of Visanet, CBSS and Tecban, including the gain on the Santusa transactions. On September 18, 2009, we decided to sell to Santusa, a Santander Group company headquartered in Spain, all the shares we owned in Companhia Brasileira de Meios de Pagamento Visanet (currently denominated as Cielo S.A.) ( Visanet ), Companhia Brasileira de Solu es e Servi os ( CBSS ), Serasa S.A., Tecnologia Banc ria S.A. ( Tecban ) and Visa Inc. Public Offering of Units In October 2009, we completed our public offering of 560,955,648 newly issued Units (which included the exercise of the underwriters over-allotment option). The Units were offered in a primary global offering, which consisted of an international offering of Units, including in the form of ADSs in the United States and other countries outside of Brazil, and a concurrent offering of Units in Brazil. We received net proceeds of R$13.0 billion pursuant to the offering, which resulted in an increase in shareholders equity and total capitalization in a corresponding amount. Allocation of additional funds to the Cayman Island branch In October 2009, we completed our public offering of 560,955,648 newly issued Units (which included the exercise of the underwriters over-allotment option). The Units were offered in a primary global offering, which consisted of an international offering of Units, including in the form of ADSs in the United States and other countries outside of Brazil, and a concurrent offering of Units in Brazil. We received net proceeds of R$13.0 billion pursuant to the offering, which resulted in an increase in shareholders equity and total capitalization in a corresponding amount. Legal obligations and social security and tax proceedings In November 2009, we and our controlled entities joined the program of installments and payment of tax and social security obligations established by Law 11,941/2009. In general terms, this program allows taxpayers to pay all tax debts administered by the Brazilian Federal Revenue Office and the National Treasury Attorney s Office and past-due taxes until November 30, 2008 in one lump sum or in several installments of up to 180 months. The program benefits include reduced interest rates, fines and penalties when tax litigation and obligations are settled. We and our controlled entities settled our main tax and social security obligations pursuant to the program, as follows: (1) deductibility of social contribution tax ( CSLL or Contribui o Social sobre Lucro L quido ) expense, the deduction of which we and our controlled entities were claiming in the calculation of corporate income tax (the IRPJ ); (2) a lawsuit filed by several Santander Brasil companies challenging the application of an increased CSLL rate (18%-30%) for financial institutions as compared to the rate for non-financial companies (8%-10%); and (3) recognition of leasing operations income for IRPJ purposes, in which ABN AMRO Arrendamento Mercantil intended to reconcile income tax depreciation expense in the same period as recognition of revenue from leasing contracts. The selling shareholders named in this prospectus, Banco Madesant Sociedade Unipessoal S.A. ( Banco Madesant ) and Santander Insurance Holding, S.L. ( Santander Insurance Holding ), may offer and sell our units (each a Unit and together, the Units ) in the form of American depositary shares, or ADSs, from time to time in amounts, at prices and on terms that will be determined at the time of any such offering. Any ADSs offered and sold by Banco Madesant will have been purchased on the secondary market by Banco Madesant after the completion of our initial public offering on October 6, 2009. The ADSs to be offered and sold by Santander Insurance Holding will be the result of the conversion of Units into ADSs. Such Units represent the shares issued by us and acquired by Santander Insurance Holding on August 14, 2009, in connection with the share exchange transaction (incorpora o de a es) of Santander Seguros S.A. by Banco Santander (Brasil) S.A. (see Summary Recent Events Acquisition of Asset Management and Insurance Companies and Business Our Businesses Asset Management and Insurance ). As of August 6, 2010, Banco Madesant owned 21,794,100 ADSs and Santander Insurance Holding owned 82,516,728 Units, plus 206,663,606 common shares and 22 preferred shares. Santander Insurance Holding expects to convert such Units into ADSs following the date of this prospectus. Santander Insurance Holding will be able to sell its Units outside Brazil only after the conversion of such Units into ADSs. For more information on the sale of the ADSs by the selling shareholders, please see Plan of Distribution . You should carefully read this prospectus before you invest in our ADSs. Table of Contents In accordance with the rules established in Law 11,941/2009, the accounting effects of tax and social security contingencies included as cash payment were recorded at the time of entry into the program. As a result, contingent tax liabilities in the amount of R$1,345 million were settled through the payment (R$423 million) and the conversion of guarantee deposits (R$731 million). A net gain of R$208 million before taxes was recorded in income for the year. Despite the authorization by the Law, tax loss or social contribution carry-forwards were not used in the settlement of these tax debts. Enhancing our funding structure In furtherance of our goal of becoming the leading full-service bank in Brazil and profiting from the growth of the Brazilian economy, in October 2009 we completed the largest public offering worldwide in 2009 in terms of share volume issued, according to Bloomberg. We are using the proceeds from the offering to expand our physical infrastructure, by opening new branches and increasing our credit transactions, thereby increasing our market share. We also are using part of the proceeds from the offering to enhance our funding structure. In accordance with these objectives, on January 22, 2010, we redeemed a Subordinated Certificate of Deposit (Certificado de Dep sito Banc rio), or CDB, classified as subordinated debt, held by Santander Spain prior to its original maturity date of March 25, 2019, in the amount of R$1.5 billion. Santander Conta Integrada On November 27, 2009, we announced the commencement of negotiations with Getnet Tecnologia em Captura e Processamento de Transa es Eletr nicas Hua Ltda. ( Getnet ) in order to execute the contracts and corporate instruments needed to jointly operate, develop and sell services in the Brazilian market and to capture and process credit and/or debit cards transactions. The credit card industry is expected to grow approximately 20% annually and double its size in four years according to ABECS data. The formation of the joint-venture company, Santander Getnet Servi os para Meios de Pagamento Sociedade An nima, which will be owned 50% by us and 50% by Getnet, was completed on January 14, 2010. We are pioneers in launching this acquisition model in Brazil. This acquisition is part of our Santander Conta Integrada business model focusing on integration of the retail segment. This strategy will focus on strengthening the relationship with small and medium-sized business clients. This new strategy gives the merchant an integrated banking account, which enables the merchant to receive at a single terminal receivables related to transactions with Visa and MasterCard credit cards and/or debit cards as well as accept a great variety of regional cards. In addition to the unified receipt of receivables related to transactions with credit cards and/or debit cards of the two brands, the business permits a bank account tariff cost reduction of up to 100% in the package of rates of the current account if the company registers a minimum volume of transactions of R$3,000 per month with the use of each point of sale machine. Another benefit for the client is the possibility of acquiring equipment that increases transactions, which may be connected via a dialed line as well as high-speed Internet. This choice in connection speeds up the processing of the phone line, which reduces costs associated with telephone lines. The Santander Conta Integrada business will have, as a differential, a special credit line. In the event the trader desires to contract working capital, the trader will have access to a limit up to eight times the billing obtained with the machine that operates the flag MasterCard. Getnet will provide all the support and technological infrastructure so that we can offer our clients services and products of aggregated high value. The main differential offered to our clients is our multiservice platform, that in addition to processing MasterCard and 21 brands of regional cards, also provides a series of services that attract customers and create revenue for the commercial establishment, including, among others: recharging mobile and fixed telephony, recharging card transport, correspondent banking, references to registration information and promotions. Data Processing Center On June 10, 2010, we announced to the market the building of a technology, research and data processing center, in the city of Campinas, State of S o Paulo. The project will require an initial investment of R$450 million, to be spent during the construction phase, expected to be concluded in the first quarter of 2012. The building of this technology center is in line with our sustainability practices and reflects our expansion strategy in Brazil, and we believe it will be one of the most modern technological structures in Brazil. Our Units are listed on the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, or BM&FBOVESPA, under the symbol SANB11 . Our ADSs are listed on the New York Stock Exchange under the symbol BSBR. Investing in the Units and ADSs involves risks. See Risk Factors beginning on page 20 of this prospectus. Our principal executive offices are located at Avenida Presidente Juscelino Kubitschek, 2,041 and 2,235 Bloco A Vila Ol mpia, S o Paulo, SP 04543-011, Federative Republic of Brazil, and our general telephone number is (55 11) 3553 3300. Our website is www.santander.com.br. Information contained on, or accessible through, our website is not incorporated by reference in, and shall not be considered part of, this prospectus.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. You should read the following summary together with the more detailed information appearing in this prospectus, including our financial statements and related notes, and the risk factors beginning on page 8 before deciding whether to purchase shares of our common stock. Unless the context otherwise requires, we use the terms Calix, company, we, us and our in this prospectus to refer to Calix, Inc. and, where appropriate, our subsidiaries. Calix, Inc. Our Company We are a leading provider in North America of broadband communications access systems and software for copper- and fiber- based network architectures that enable communications service providers, or CSPs, to connect to their residential and business subscribers. We enable CSPs to provide a wide range of revenue-generating services, from basic voice and data to advanced broadband services, over legacy and next-generation access networks. In addition, our solutions are designed to minimize the capital and operational costs of CSP networks. We focus solely on CSP access networks, the portion of the network which governs available bandwidth and determines the range and quality of services that can be offered to subscribers. We develop and sell carrier-class hardware and software products, which we refer to as our Unified Access Infrastructure portfolio, that are designed to enhance and transform CSP access networks to meet the changing demands of subscribers rapidly and cost-effectively. Our Unified Access Infrastructure portfolio consists of our two core platforms, our C-Series multiservice, multiprotocol access platform and our E-Series Ethernet service access platforms, along with our complementary P-Series optical network terminals, or ONTs, and our Calix Management System, or CMS, network management software. Our broad and comprehensive portfolio serves the CSP network from the central office to the subscriber premises and enables CSPs to deliver both basic voice and data and advanced broadband services over legacy and next-generation access networks. Our Unified Access Infrastructure portfolio allows CSPs to evolve their networks and service delivery capabilities at a pace that balances their financial, competitive and technology needs. We market our access systems and software to CSPs in North America, the Caribbean and Latin America through our direct sales force. As of December 31, 2009, we have shipped over six million ports of our Unified Access Infrastructure portfolio to more than 500 North American and international customers, whose networks serve over 32 million subscriber lines in total. Our customers include 13 of the 20 largest U.S. Incumbent Local Exchange Carriers. Our revenue increased from $133.5 million for 2005 to $232.9 million for 2009. Since our inception we have incurred significant losses, and as of December 31, 2009, we had an accumulated deficit of $392.2 million. Our net loss was $24.9 million, $12.9 million and $22.4 million for 2007, 2008 and 2009, respectively. Industry Background CSPs compete in a rapidly changing market to deliver a range of voice, data and video services to their residential and business subscribers. CSPs include wireline and wireless service providers, cable multiple system operators and municipalities. The rise in Internet-enabled communications has created an environment in which CSPs are competing to deliver voice, data and video offerings to their Table of Contents The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated March 23, 2010 6,328,932 Shares Common Stock This is an initial public offering of shares of common stock of Calix, Inc. Calix is offering 4,166,666 shares of common stock to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional 2,162,266 shares. Calix will not receive any of the proceeds from the sale of the shares by the selling stockholders. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price will be between $11.00 and $13.00. We have applied to have our common stock approved for listing on the New York Stock Exchange under the symbol CALX. See Risk Factors on page 8 to read about factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Calix $ $ Proceeds, before expenses, to the selling stockholders $ $ To the extent that the underwriters sell more than 6,328,932 shares of common stock, the underwriters have the option to purchase up to an additional 949,339 shares from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2010. Goldman, Sachs & Co. Morgan Stanley Jefferies & Company UBS Investment Bank Prospectus dated , 2010. Table of Contents subscribers across fixed and mobile networks. CSPs are also broadening their offerings of bandwidth-intensive advanced broadband services, while maintaining support for their widely utilized basic voice and data services. CSPs are being driven to evolve their access networks to enable cost-effective delivery of a broad range of services demanded by their subscribers. We believe CSPs will increasingly deploy new fiber-based network infrastructure while continuing to support basic voice and data services over legacy networks, thereby preparing networks for continued bandwidth growth, the introduction of new services and more cost-effective operations. The Calix Solution Our Unified Access Infrastructure portfolio enables CSPs to quickly meet subscriber demands for both basic voice and data as well as advanced broadband services, while providing CSPs with the flexibility to optimize and transform their networks at a pace that balances their financial, competitive and technology needs. Our multiservice approach allows CSPs to utilize their legacy access networks during the course of their equipment upgrade and network migration, saving them time and money in delivering both basic voice and data and advanced broadband services. We believe that our Unified Access Infrastructure portfolio of network and premises-based solutions provides the following benefits to CSPs: Single Unified Access Network for Basic and Advanced Services Our Unified Access Infrastructure portfolio allows for a broad range of subscriber services to be provisioned and delivered over a single unified network. High Capacity and Operational Efficiency Our Unified Access Infrastructure portfolio is high capacity, designed and optimized for copper- and fiber-based network architectures and delivers operational efficiencies to CSPs. Highly Flexible Technology Solutions Our Unified Access Infrastructure portfolio supports multiple protocols, different form factors and modular options optimized for a variety of installation locations and environments and multiple services delivered over copper- and fiber-based network architectures. Seamless Transition to Advanced Services Our Unified Access Infrastructure portfolio enables CSPs to transition the delivery of basic voice and data services to advanced broadband services, such as high-speed Internet, Internet protocol television, mobile broadband, high-definition video and online gaming. Highly Reliable and Purpose-Built Solutions for Demands of Access Our Unified Access Infrastructure portfolio is carrier-class, designed for high availability and purpose-built for the demands of the access network. Compelling Customer Value Proposition Our Unified Access Infrastructure portfolio provides CSPs with the flexibility to upgrade their networks over time, reduce operational costs and maximize returns on their capital expenditures. Our Strategy Our objective is to leverage our Unified Access Infrastructure portfolio to become the leading supplier of access systems and software that enable CSPs to transform their networks and business models to meet the changing demands of their subscribers. The principal elements of our strategy are: Continue Our Sole Focus on Access Systems and Software We intend to continue to focus on the access market, which we believe will enable us to continue to deliver compelling, timely and innovative access solutions to CSPs. Table of Contents Continue to Enable our Customers to Transform Their Networks and Business Models We intend to continue to provide a portfolio that enables CSPs to transform their networks and business models to introduce new revenue-generating services demanded by their subscribers. Continue to Engage Directly with Customers We intend to continue to operate a differentiated, direct customer engagement model that allows us to align our product development efforts closely to our customers changing needs. Leverage our Growing Customer Footprint We have shipped over six million ports of our portfolio to more than 500 customers. We intend to leverage this growing footprint to sell additional components of our Unified Access Infrastructure portfolio to existing customers. Expand Deliberately into New Markets and Applications We will continue our disciplined approach of targeting new markets and applications in which we believe our products will rapidly gain customer adoption. Pursue Strategic Relationships, Alliances and Acquisitions We intend to continue to pursue strategic technology and distribution relationships, alliances and acquisitions that align us with CSPs strategic direction to increase revenue-generating services while reducing the cost to deploy and operate their access networks. Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this prospectus summary, that primarily represent challenges we face in connection with the successful implementation of our strategy and the growth of our business. We compete in rapidly evolving markets and have a limited operating history, which make it difficult to predict our future operating results. We have also had a history of losses and negative cash flow from operations. In addition, we expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance. Such factors include the capital spending patterns of CSPs, competition, our ability to develop new products or enhancements that support technological advances and meet changing CSP requirements, and our ability to achieve market acceptance of our products. Corporate Information We were founded in August 1999. In December 2001, we shipped our first C-Series multiservice, multiprotocol access platform, developed to support delivery of voice, data and video services over copper- and fiber-based network architectures. In February 2006, we acquired Optical Solutions, Inc. We began shipping our ONTs and our E-Series Ethernet service access platforms, developed to deliver advanced Internet protocol-based services, in 2006 and 2007, respectively. Our principal executive offices are located at 1035 N. McDowell Boulevard, Petaluma, California 94954, and our telephone number is (707) 766-3000. As of December 31, 2009, we had 407 employees. Our website address is www.calix.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. Calix , the Calix logo design, C7 , E5 , E7 and other trademarks or service marks of Calix appearing in this prospectus are the property of Calix. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of the respective holders. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights material information contained elsewhere in this Prospectus. This summary does not contain all of the information you should consider before deciding to invest in our Common Stock. Before making an investment decision, we urge you to read this entire Prospectus carefully, including the risks of investing in our Common Stock discussed under Risk Factors, beginning on page 12 of this Prospectus, and our consolidated financial statements and related notes set forth at the end of this Prospectus. Our Business Corporate Information and Business: We are a public holding company organized under the laws of the State of Florida and engaged in the business of producing and selling certain consumer products, which are manufactured in China by contract manufacturers, through our two wholly owned operating subsidiaries; (1) Capstone Industries, Inc., a Florida corporation organized in 1997 and acquired by us in a cash and stock transaction on September 13, 2006 ( Capstone ) and (2) Black Box Innovations, L.L.C., a Florida limited liability company ( BBIL ) formerly known as Overseas Building Supply, L.C. and organized by certain members of CHDT management and the Company on February 20, 2004. In April 2008, we changed the name of Overseas Building Supply, L.C., which had no significant business operations at that time, to Black Box Innovations, L.L.C. as part of our launch of new computer memory products to be marketed and sold by BBIL. BBIL is operated as a division of Capstone and Capstone personnel provide the labor and services necessary to operate BBIL This allows BBIL to utilize Capstone s existing relationships with retailers as well as reducing operational startup costs by sharing expenses such as labor costs, office space rental and Products Liability and General Insurance. Publicly Traded Securities: Our Common Stock, $0.0001 par value, is quoted on the Over-the-Counter Bulletin Board under the Symbol CHDO.OB ( Common Stock ). No other securities of the Company are publicly traded. We were incorporated under the name Freedom Funding, Inc." in Delaware on September 18, 1986. On January 18, 1989, we reincorporated from Delaware to Colorado. On November 18, 1989 the name of the Company was changed to "CBQ, Inc." On May 17, 2004, the Company changed its name from "CBQ, Inc. to China Direct Trading Corporation and also reincorporated from Colorado to Florida by a statutory merger. Our and Capstone s principal offices are located at 350 Jim Moran Boulevard, Suite 120, Deerfield Beach, Florida 33442, located in Broward County, and our telephone number at that office is (954) 252-3440. Products: Capstone is engaged in the business of producing the following consumer products, which are, unless indicated otherwise, manufactured for and under the trade name of Capstone by contract manufacturers in China, distributed by us and sold through regional and national retailers and distributors in the United States: CHDT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2009 2008 CASH FLOWS FROM OPERATING ACTIVITIES: Continuing operations: Net Income (Loss) $ (1,099,068 ) $ (1,338,736 ) Adjustments necessary to reconcile net loss to net cash used in operating activities: Interest expense from stock warrants - 56,376 Stock issued for accrued expenses - 40,000 Stock issued for expenses 21,000 2,500 Depreciation and amortization 230,048 177,187 Compensation expense from stock options 227,204 523,123 (Increase) decrease in accounts receivable 1,057,976 (1,048,212 ) (Increase) decrease in inventory (10,159 ) (54,565 ) (Increase) decrease in prepaid expenses 26,770 (60,515 ) (Increase) decrease in other assets (37,142 ) (95,888 ) (Increase) decrease in shareholder receivable - (40,441 ) Increase (decrease) in accounts payable and accounts payable (1,518,099 ) 1,222,348 Increase (decrease) in accrued interest on notes payable 12,880 3,174 Net cash used in operating activities (1,088,590 ) (613,349 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (55,518 ) (158,232 ) Net cash provided by (used) investing activities (55,518 ) (158,232 ) F - (1) Portable Book Lights, Task Lights and EReader E-lite: In March 2009 the Company launched an expanded new line of booklights and multi-task lights, under the name PATHWAY LIGHTS . This program included the following named products: Mini Taskbright, Multi Taskbright, Poser Taskbright, PawprintTaskbright, Compact 1 Brightbook, Compact 2 Brightbook, Britespot 2 Brightbook, Britespot 3 Brightbook, and Multipose Brightbook. These products were offered in various trendy colors. The line was further expanded with the launch of the E-Reader Light, Diva Compact Booklights, the Retro Taskbright and the Minipose Taskbright at the International Housewares Show in March 2010,. These LED booklights are small, lightweight and portable and attach to reading materials and illuminate the area of text. They are powered by batteries or an AC adapter. The new EReader E-lite has been specifically designed to provide lighting for the new trendy E-Reader products. The Diva Compact booklight has been designed for consumers that require multi functions. Shaped as a compact case, it is a booklight but also has a mirror. (2) In 2009 the Company also launched The Eco-i-Lite and Mini Eco-i-lite Power Failure Lights. Both use induction charge technology and function as a power failure light, hand held flashlight, and night lite. Each product uses an encased lithium ion battery that when fully charged provides 8 + hours of battery life and LED light bulbs that last 100,000 hours. In March 2010 at the International Housewares Show, the Company expanded the line with the launch of the Midi Eco-i-Light and the Pawprint Line in Full size, Midi and Mini, specifically developed for the dog walking consumers. (3). In March 2010 at the International Housewares Show the Company also launched its new C-Lite Wireless Motion Sensor light. This is offered in a 12 LED full size and a 6 LED Mini Size and is powered by AA batteries. These lights provide lighting for dark areas without having to install electrical wiring. The bulb housing rotates 360 degrees to allow for light to be directed where needed. Both versions have a Motion Sensor Circuitry that activates the lights when movement is detected within 13 feet of the C-Lite. Both versions have a Hi and Lo light brightness setting to conserve the batteries. The full size also has a period selector (60 seconds, 90 seconds or 120 seconds) which presets the time period that a light should turn off after the last motion has been detected. Both come with a unique slide and snap bracket that allows for the product to be installed on a wall. (4) In March 2010 the Company officially launched its new line of Light Ringers Lamps. This offer includes the 12 LED Battery Operated Lamp, 12 LED Rechargeable Lamp, 12 LED Solar Lamp and 12 LED AC Lamp also the 20 LED Rechargeable Lamp, 20 LED AC Lamp, 20 LED Metal Lamp and 20 LED Utility Lamp. These products are all offered in trendy colors and unique packaging. (5) BBI launched its initial products in the second half of fiscal year 2008. with (1) Personal Pocket Safe a portable computer flash memory device that provides pre-formatted fields for easy entry of all personal important records, documents and images and (2) Secret Diary is a portable computer memory device that works on PC computer systems using as a personal diary --- providing pre-teens and teens with absolute privacy while allowing for complete creativity. The line was expanded in late 2009 with the introducing of (3) SafeMouse. A mouse that can backup computer files automatically in real time and keep the files securely protected by the same encryption software as the other products. (4)Classified Secure Flash Drive was also launched which is a secured storage flash drive. All of these devices use Datalock Pin Protection, Military grade 256 bit AES Hardware Encryption and Epoxy Coatings that destroys contents upon forced entry. These products were renamed under the CLASSIFIED brand and officially relaunched in March 2010 at the International Hardware Show. Personal Pocket Safe has the following features: click- Icons identify all of your personal vital categories; enter- preformatted fields allow easy entry of all records and also attach documents, photos, and other images; and view- Quickly view your information on any standard Windows based PC computer system (Vista/XP operating systems), any time, any place. No software installation is required for PC computer systems using Vista or XP by MicroSoft; and exit- The encrypted data auto-saves to your Personal Pocket Safe . When you re done, no trace of the software or your data is left behind on the PC computer system. CHDT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) For the Years Ended December 31, 2009 2008 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of stock $ 700,000 $ - Proceeds from notes and loans payable to related parties - 650,000 Repayments of notes and loans payable to related parties - (697,000 ) Proceeds from line of credit 554,604 717,450 Net Cash Provided by Financing Activities 1,254,604 670,450 Net (Decrease) Increase in Cash and Cash Equivalents 110,496 (101,431 ) Cash and Cash Equivalents at Beginning of Period 156,371 257,802 Cash and Cash Equivalents at End of Period $ 266,867 $ 156,371 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 242,718 $ 213,897 Franchise and income taxes $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: NONE. The accompanying notes are an integral part of these financial statements. F - Secret Diary has the following features: Secure - Personalized PIN-code and non-removable memory chip foils break-in attempts; Safe - Hack-resistant with encryption software; Invisible -- Traceless in that data entry leaves nothing on the host PC computer; Helpful - PIN replacement assistance and optional registration for Never-Lost, a backup subscription that retains your diary entries in case of loss or theft. SAFEMOUSE has the following features: A mouse that can back up files automatically in real time and keeps the data secured. - Personalized PIN-code and non-removable memory chip foils break-in attempts; Safe - Hack-resistant with encryption software; Invisible -- Traceless in that data entry leaves nothing on the host PC computer; Helpful - PIN replacement assistance and optional registration for Never-Lost, a backup subscription that retains your diary entries in case of loss or theft. CLASSIFIED SECURE FLASH DRIVE has the following features: Secure - Personalized PIN-code and non-removable memory chip foils break-in attempts; Safe - Hack-resistant with encryption software; Invisible -- Traceless in that data entry leaves nothing on the host PC computer; Useful for storing storage files, videos and pictures. Simple to use just add a pin number. (6) STP -Branded Power Tools and Automotive Accessories: Under an April 2007 licensing agreement with Clorox Company, we have the right to use the trade name STP on a line of power tools and automotive accessories made for Capstone by Chinese manufacturers and sold by Capstone though its distribution channels in the United States. STP is a registered trademark of The Armor All/STP Products Company, which is owned by Clorox Company. Our licensing rights to the STP trademark require periodic licensing payments to Clorox Company and achievement of certain milestones in sales. Clorox Company is a Delaware corporation and an SEC reporting company. A selection of these STP -branded products, which are designed for home use and are not contractor-grade tools, are: Screw drivers, power drills, inverters, spot-lights and automotive accessories. STP -Branded Power Tools and Automotive Accessories sales have not met expectations and the Company is re-evaluating its marketing and sales approach in an effort to find an effective way to achieve acceptable sales. Such efforts include trying to establish this product line as the house brand of a retailer. Due to current economic conditions and disappointing sales, we do not intend to market this product line into 2011. Markets. Our products are sold in the continental United States and the Lighting programs are also being expanded to Central and South America. We use employee-salesmen, distributors, and a network of manufacturer representatives to direct sell our products to the distribution channels referenced above. We also display and market our products at industry trade shows to promote our products to retailers and distributors in North America. We rely on our distribution channels to advertise our products to the consumers. Revenues. Most of our revenues come from the sale of Capstone lighting products and to a lesser extent from BBIL products. STP branded power tool product line has not been a significant source of revenues as of the date of this prospectus The STP branded power tool product line, because of the continuing severe impact of the recession to the Hardware and Automotive accessories category, will be discontinued in 2010. Distribution of Products: Capstone distributes its products products through existing national and regional distributors and retailers in the United States, including, office-supply chains, book store chains, warehouse clubs, supermarket chains, drug chains, department stores, catalog houses, online retailers and book clubs. Our largest distribution channels are: Target Stores, Wal-Mart, Kmart-Sears, Meijer Stores, Barnes & Noble book stores, Fred Meyer/Kroger Stores, Costco Wholesale, Sams Club, BJ s Wholesale Club, Cost U Less. The Container Store. These distribution channels may sell our products through the Internet as well as through retail storefronts and catalogs/mail order. When we launch new products, our sales team will introduce the new line to the applicable departments within our existing customer base. Our Business Strengths and Weaknesses Our perceived business strengths are that Capstone and BBIL sell products that are innovative and competitive in quality and price to many of our better known competitors. We are experienced in dealing with Retail and Distributor networks. We believe our management has extensive experience in getting consumer products into the retail and distribution channels, which is key to being competitive in our segments of the consumer product industries. CONTENTS Page Report of Independent Registered Public Accountants F - 1 Consolidated Balance Sheets December 31, 2009 and 2008 F - 2 Consolidated Statements of Operations for the Years Ended December 31, 2009 and 2008 F - 4 Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2009 and 2008 F - 5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008 F - 6 Notes to Consolidated Financial Statements F - CHDT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for CHDT Corporation, a Florida corporation (formerly, China Direct Trading Corporation ) ( Company or CHDT ) and its wholly-owned subsidiaries ( Subsidiaries ) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. CHDT changed its name to CHDT Corporation by amending its Articles of Incorporation, which name change was effective July 16, 2007 in respect of NASD Regulation, Inc. and OTC Bulletin Board approval of the name change, the trading symbol change from CHDT.OB to CHDO.OB and change in CUSIP Number for CHDT Common Stock and effective May 7, 2007 in terms of approval by the State of Florida of the charter amendment. Organization and Basis of Presentation CHDT was initially incorporated September 18, 1986 under the laws of the State of Delaware under the name "Yorkshire Leveraged Group, Incorporated", and then changed its domicile situs to Colorado in 1989 by merging into a Colorado corporation, named "Freedom Funding, Inc." Freedom Funding, Inc. then changed its name to "CBQ, Inc." by amendment of its Articles of Incorporation on November 25, 1998. In May 2004, the Company changed its name from CBQ, Inc. to China Direct Trading Corporation as part of a reincorporation from the State of Colorado to the State of Florida. Effective May 7, 2007, the Company amended its charter to change its name from China Direct Trading Corporation to CHDT Corporation. This name change was effective as of July 16, 2007 for purposes of the change of its name on the OTC Bulletin Board. Souvenir Direct, Inc. was incorporated on September 9, 2002 under the laws of the State of Florida. Souvenir Direct, Inc. operations were transferred to Capstone Industries, Inc. in the first quarter of fiscal year 2007 and Souvenir Direct, Inc. s operating assets were sold on December 1, 2007 to an unaffiliated buyer. On December 1, 2003, CHDT issued 97 million shares common stock to acquire 100% of the outstanding common stock of Souvenir Direct, Inc. in a reverse acquisition. At that time, a new reporting entity was created. Souvenir Direct, Inc. is considered the reporting entity for financial reporting purposes. Also on December 1, 2003, an additional 414,628,300 shares of common stock were issued to the previous owners of the Company. In February 2004, the Company established a new subsidiary, initially named China Pathfinder Fund, L.L.C. , a Florida limited liability company. During 2005, the name was changed to Overseas Building Supply, LLC to reflect its shift in business lines from business development consulting services in China for North American companies to trading Chinese-made building supplies in South Florida. This business line was ended in fiscal year 2007 and OBS name was changed to Black Box Innovations, L.L.C. ( BBI ) on March 20, 2008. On January 27, 2006, the Company entered into a Purchase Agreement with Complete Power Solutions ("CPS") to acquire 51% of the member interests of CPS. CPS was organized by William Dato on September 20, 2004, as a Florida limited liability company to distribute power generators in Florida and adjacent states. The Company subsequently sold its 51% membership interest in CPS, pursuant to a Purchase and Settlement Agreement dated and effective as of December 31, 2006. F - We believe our management is experienced in locating and developing niche consumer product opportunities that may be overlooked or underexploited by competitors, especially larger competitors. Typically, we seek to find consumer products where we believe that we can win a profitable niche of the market share one where the number or extent of commitment of competitors presents a reasonable opportunity to acceptable market entry costs to obtain a profitable market niche. Further, we have been able to convince national retailers to carry our products on an ongoing basis. Another business strength is that our senior officers and sales staff, which total five persons, are very experienced in placing consumer products and we produce a high level of sales from a small sales and officer staff. We also believe that we maintain a relatively low overhead in terms of personnel costs and leasing space for our industry group (low end electronic consumer goods). Our business weaknesses are that we do not receive large enough orders and frequent enough orders on terms and conditions that allow us to produce net profits on any consistent basis or from quarter to quarter. This financial performance has resulted in a chronically low market price for our Common Stock, thin trading of our Common Stock, and a lack of primary market maker or institutional support for our publicly traded Common Stock. The result of such market price and trading weakness is that we have to rely on loans from Company officers and directors, bank loans and from time to time private placements of our securities to fund the chronic net losses and prevents us from accessing the public equity markets to fund business development and growth or to use our Common Stock to attract and consummate acquisitions or mergers. While the recession commencing in late 2008 has hindered business growth, the Company s chronic net losses existed prior to the 2008 recession. Additionally, our financial performance is hindered by the fact that our Capstone and BBIL products have low profit margins and do not generate significant profit on a per-product unit basis. Former Subsidiaries. Souvenir Direct, Inc., a Florida corporation, ( SDI ) was dissolved on July 20, 2009 by us, as the sole stockholder. SDI was inactive and had no operations, personnel or assets after the sale of all of SDI s assets on December 1, 2007 to Magnet World, Inc., an unaffiliated company. Recent Private Placement Funding We entered into a Stock Purchase Agreement, dated July 9, 2009, ( Agreement ) with Involve, LLC, a private Florida limited liability company, ( Investor ) whereby we sold 1,000 restricted shares of a newly authorized Series C Convertible Preferred Stock, $1.00 par value per share, ( Series C Stock ) for $700 per share or for an aggregate purchase price of $700,000. The principals of the Investor have been business associates of Stewart Wallach, our chief executive officer, for over 20 years. The sale was made in reliance on the exemption from registration under Rule 506 under Regulation D of the Securities Act of 1933, as amended. The proceeds from the sale of the Series C Stock were used for general working capital purposes for our company and its subsidiaries. We intend to work closely with the Investor in seeking to arrange future financing or funding for our company and its subsidiaries. This transaction is part of the our efforts to attain more affordable and more reliable sources of funding or financing for our operating subsidiaries. The Agreement also provides, in part, that: (a) the Series C Stock shall be entitled to elect two directors to the our Board of Directors as long as the Series C Stock is outstanding, (b) the restatement of the Company Articles of Incorporation to authorize the Series C Stock and a new series of preferred stock, designated Series B-1 Convertible Preferred Stock, $0.0001 par value per share, ( Series B-1 Stock ) and (c) no senior series of preferred stock to the Series C Stock shall be issued by the Company unless the directors elected by the Series C Stock approve such issuance or the issuance of a senior series of preferred stock is to an accredited investor (as defined in Rule 501(a) of Regulation D) for net offering proceeds of $5,000,000 or more. The Series C Stock can be converted upon holder s demand into shares of Company Common Stock at a conversion ratio of one share of Series C Stock for sixty seven thousand nine hundred seventy nine and 425/100 s shares of Common Stock; provided, however, in no event shall any holder of Series C Stock be entitled to convert that number of Series C Stock if such conversion would cause the holder of the Series C Stock to own more than 4.99% of the then-outstanding shares of Common Stock (as adjusted for the conversion). The Series B-1 Stock is convertible upon the holder s demand into shares of Common Stock at the conversion ratio of one share of Series B-1 Stock for sixty six and 66/100 s shares of Common Stock. The Series B-1 Stock does not have any voting rights or right to elect directors. The Series C Stock has a liquidation preference of $700 per share and the Series B-1 Stock has a liquidation preference of $1.00 per share. The Series C Stock otherwise ranks pari passu with the Series B-1 Stock. No registration rights have been granted to the Series C Stock or the Series B-1 Stock. CHDT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) On September 13, 2006 the Company entered into a Stock Purchase Agreement with Capstone Industries, Inc., a Florida corporation (Capstone). Capstone was incorporated in Florida on May 15, 1996 and is engaged primarily in the business of wholesaling low technology consumer products to distributors and retailers in the United States. Nature of Business Since the beginning of fiscal year 2007, the Company has been primarily engaged in the business of marketing and selling consumer products through national and regional retailers and distributors, in North America. Capstone currently operates in four primary business segments: Lighting Products, Power Tools, Automotive Accessories and Computer peripherals. The Company s products are typically manufactured in the Peoples Republic of China by third-party manufacturing companies. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents, to the extent the funds are not being held for investment purposes. Allowance for Doubtful Accounts An allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. The allowance for bad debt is evaluated on a regular basis by management and is based upon management s periodic review of the collectability of the receivables. This evaluation is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available. As of December 31, 2009, management has determined that the accounts receivable are fully collectible. As such, management has not recorded an allowance for doubtful accounts. Inventory The Company's inventory, which is recorded at lower of cost (first-in, first-out) or market, consists of finished goods for resale by Capstone, totaling $397,908 and $387,749 at December 31, 2009 and 2008, respectively. BBI (previously Overseas Building Supply, L.C. ) had inventory of $40,441 at December 31, 2007. During 2008, a director and shareholder of the Company took the remaining inventory of BBI and agreed to pay the Company for the cost of the inventory, which was $40,441. As a result, the inventory was removed from the balance sheet as an asset, and a shareholder receivable was recorded and disclosed in the equity section of the balance sheet. Property and Equipment Fixed assets are stated at cost. Depreciation and amortization are computed using the straight- line method over the estimated economic useful lives of the related assets as follows: Computer equipment 3 - 7 years Computer software 3 - 7 years Machinery and equipment 3 - 7 years Furniture and fixtures 3 - 7 years F - Under the Agreement, the Investor is entitled from July 9, 2009 through July 9, 2011 to participate in an amount up to or equal to 50% of offering amount of any private placement of the Company s securities and to do so on the same terms, conditions and price offered other prospective investors in any such private placement. The Agreement also requires us to attain and maintain a key man life insurance policy for two years on Stewart Wallach for $700,000 with the Investor as the policy beneficiary. The Investors have not nominated any directors as of the date of this prospectus and no dividends have been paid to Investor on the Series C Stock as of the date of this prospectus. The foregoing summary of the Agreement and Series C Stock is qualified in its entirety to the agreement, which is attached hereto as Exhibit 10.1 to this Report, and the Amended and Restated Articles of Incorporation of the Company, dated July 9, 2009, which is attached as Exhibit 3.1 to the Form 8-K Report, dated July 9, 2009, and as filed with the Commission on July 14, 2009. The Series B-1 Stock is substantially identical to the Series B Convertible Preferred Stock, which has been cancelled by its holders, all being our directors., On July 9, 2009,the 2,108,813 outstanding Series B Preferred Shares were converted to Series B-1 Preferred Shares, while canceling 779,813 of the outstanding Series B Preferred Shares, leaving 1,329,000 of the new Series\B-1 Shares outstanding The Series B-1 Preferred Shares are convertible into common shares, at a rate of 66.66 shares of common stock for each share of Series B-1 Preferred Stock In December 2009, the remaining 1,329,000 shares of the Series B-1 Preferred Shares were converted into 88,591,140 shares of common stock. Our Growth Strategy We have attempted to grow our business by introducing new innovative products, such as the Capstone Eco-i-Lite LED portable flashlights and BBIL Secret Diary computer USB memory device. We constantly review our product lines to reduce or increase marketing and sales efforts as well as considering discontinuing or selling certain product lines. While we will continue this approach in the foreseeable future, our board of directors also considers other options to grow our business on an ongoing basis. Such alternatives include pursuing new business lines, selling entire product line groups, and/or mergers and acquisitions (whether the Company survives or does not survive the transaction). While there are no formal negotiations or board decision to pursue any one of these alternative options, our board of directors continue to evaluate such alternative options. Bank Loan. On May 1, 2008, Capstone entered into a $2 million principal-amount, asset-based loan agreement with Sterling National Bank of New York City whereby Capstone received a credit line to fund working capital needs ( Loan ). The Loan provides funding for an amount up to 85% of eligible Capstone U.S. accounts receivable and 50% of eligible Capstone inventory. The interest rate of the Loan shall be the Wall Street Journal Prime Rate plus one and one-half percent (1.5%) per annum (adjusted automatically with changes in the Wall Street Journal Prime Rate). Capstone management believes that this credit line and available cash flow will be adequate to fund most of Capstone s ongoing working capital needs. CHDT and Howard Ullman, the Chairman of the Board of Directors of CHDT, have personally guaranteed Capstone s obligations under the Loan. The foregoing summary of the Loan is qualified in its entirety by reference to the documents evidencing the Loan, which are attached as exhibits 10.1 through 10.4 to the Form 8-K, dated May 1, 2008, and filed with the SEC on May 8, 2008. The maturity date for this loan was May 1, 2010. On February 19, 2010, Capstone entered a loan modification agreement which extended the loan for two years until May 1, 2012. The interest rate for the loan shall be the contract rate plus one and three quarter s percent (1.75%). CHDT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company follows FASB Statement No. 144 (SFAS 144), "Accounting for the Impairment of Long-Lived Assets." SFAS 144 requires that long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount or fair value less cost to sell. No impairments were recognized by the Company during 2008 and the first quarter of 2009. Upon sale or other disposition of property and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the determination of income or loss. Expenditures for maintenance and repairs are charged to expense as incurred. Major overhauls and betterments are capitalized and depreciated over their estimated economic useful lives. Depreciation expense was $133,961 and $111,989 for the years ended December 31, 2009 and 2008, respectively. Goodwill and Other Intangible Assets Goodwill and other intangible assets are recorded under the provisions of the Financial Accounting Standards Board (FASB) Statement No.142 (SFAS 142), Goodwill and Other Intangible Assets. SFAS 142 requires that an intangible asset that is acquired either individually or with a group of other assets (but not those acquired in a business combination) shall be initially recognized and measured based on its fair value. Goodwill acquired in business combinations is initially computed as the amount paid by the acquiring company in excess of the fair value of the net assets acquired. Costs of internally developing, maintaining and restoring intangible assets (including goodwill) that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as a whole, are recognized as an expense when incurred. An intangible asset (excluding goodwill) with a definite useful life is amortized; an intangible asset with an indefinite useful life is not amortized until its useful life is determined to be no longer indefinite. The remaining useful lives of intangible assets not being amortized are evaluated at least annually to determine whether events and circumstances continue to support an indefinite useful life. If and when an intangible asset is determined to no longer have an indefinite useful life, the asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner as other intangibles that are subject to amortization. An intangible asset (including goodwill) that is not subject to amortization shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. In accordance with SFAS 142, goodwill is not amortized. It is the Company's policy to test for impairment no less than annually, or when conditions occur that may indicate an impairment. The Company's intangible assets, which consist of goodwill of $1,936,020 recorded in connection with the Capstone acquisition, were tested for impairment and determined that no adjustment for impairment was necessary as of December 31, 2009, whereas the fair value of the intangible asset exceeds its carrying amount. F -

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+PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. Before making an investment decision, you should read the entire prospectus carefully, including the Risk Factors section, the consolidated financial statements and the related notes. As used throughout this prospectus, the terms we, us, our and our company refer to Celsius Holdings, Inc., and all of its subsidiaries. Unless otherwise noted, all share and per share data in this prospectus gives effect to the 1-for-20 reverse stock split of our common stock implemented on December 23, 2009, which converted each block of 20 shares of the common stock issued and outstanding as of the close of business on December 23, 2009 into one share of common stock. For more information about our reverse stock split, see Reverse Stock Split below. Unless otherwise noted, all share and per share data is also adjusted for the conversion of our Series B preferred stock into common stock on December 23, 2009. See C onversion of Series B Preferred Stock below. About Our Company We are engaged in the development, marketing, sale and distribution of functional calorie-burning beverages under the Celsius brand name. According to multiple clinical studies we have had performed for us, a single serving (12 ounce can) of Celsius burns up to 100 calories by increasing a consumer s metabolism an average of 12% and providing sustained energy for up to a three-hour period. We seek to combine nutritional science with mainstream beverages by using our proprietary thermogenic (calorie-burning) MetaPlus formulation, while fostering the goal of healthier everyday refreshment by making our products as natural as possible without the artificial preservatives, colors and flavors as found in many energy drinks or sodas. Celsius has no artificial preservatives, aspartame or high fructose corn syrup and is very low in sodium. Celsius includes good-for-you ingredients and supplements such as green tea (EGCG), ginger, calcium, chromium, B vitamins and vitamin C. Celsius is sweetened with sucralose, a sugar-derived sweetener that is found in Splenda , which makes our beverages low-calorie and suitable for consumers whose sugar intake is restricted. We currently offer Celsius in seven flavors, lemon-lime, ginger ale, cola, orange and wild berry (which are carbonated) and non-carbonated green tea raspberry-acai and green tea peach-mango. Our beverages are sold in 12 ounce cans, although we have recently begun to market the active ingredients in powdered form in individual On-The-Go packets. We have undertaken significant marketing efforts aimed at building brand awareness, including a recently launched nationwide marketing campaign focused on television, radio, on-line and magazine advertising. We intend to launch an on-line campaign with viral marketing, as soon as our testing phase is completed. We also undertake various promotions at the retail level such as coupons and other discounts. We have recently engaged Mario Lopez to be our national celebrity spokesperson. In the past, we mainly sold and distributed our products through our network of independent direct-to-store (DSD) distributors. We now focus to a larger extent on national and regional retail accounts through a direct-to-retail (DTR) marketing strategy. Our DSD distributor network is primarily concentrated in Florida, Atlanta, Michigan, New England, Ohio and Texas. Through our DSD distributor network, Celsius is now available in various major retail chains, including Hannafords, Shaw s, Tedeschi, Wegmans and Xtra Mart (Northeast), CVS (New England), Sweetbay (Florida) and HEB (Texas). Our DTR marketing strategy focuses on sales made directly or with the assistance of brokers to national and regional supermarkets, convenience stores, drug stores, nutrition stores, mass merchants and club warehouses. As of the date of this prospectus, we have DTR relationships with and are rolling out Celsius products into Vitamin Shoppe, GNC, Supervalu, Duane Reade, Albertsons, Rite-Aid and 7-11 stores, among others. We made a test shipment in December 2009 to 2 85 Costco stores, and if successful, we plan to make a full launch into all 404 of their stores in the United States and Puerto Rico in March 2010. We also have recently commenced shipping to Walgreen s and CVS on a national basis, covering approximately 14,000 stores in total. Other retailers who became DTR customers during the fourth quarter of 2009 include Giant, Stop & Shop, Shoprite and Winn Dixie. The DTR channel, which we believe affords us broader geographic distribution and increased brand awareness, has contributed to an increasing percentage of our sales growth and is expected to be the primary channel for our future sales growth. We do not directly manufacture our beverages, but instead outsource the manufacturing process to established third-party co-packers. We do, however, generally provide our co-packers with flavors, ingredient blends, cans, packaging and other raw materials for our beverages. Table of Contents Our growth strategy is to increase our share of the functional beverage market by: increasing brand awareness and emphasizing our combination of nutritional science and healthier refreshment through print, broadcast, billboard and online marketing;: expanding sales and marketing efforts with a view to increasing the geographic markets in which Celsius is available, particularly through additional penetration of the DTR sales channel; extending our functional beverage product line to offer additional flavors of Celsius ; exploiting our MetaPlus thermogenic formulation to develop, market, sell and distribute complementary products; and seeking to expand distribution of our products internationally either directly or through licensing agreements with third parties. We were incorporated in Nevada on April 26, 2005. On January 26, 2007, we acquired the Celsius beverage business of Elite FX, Inc., a Florida corporation engaged in the development of functional beverages since 2004, and subsequently changed our name to Celsius Holdings, Inc. Our principal executive offices are located at 140 N.E. 4th Avenue, Delray Beach, Florida 33483. Our telephone number is (561) 276-2239 and our website is www.celsius.com. The information accessible through our website does not constitute part of this prospectus. Reverse Stock Split On December 23, 2009, we implemented a reverse stock split in which of all the issued and outstanding shares of our common stock as of the close of business on such date were combined and reconstituted as a smaller number of shares of common stock in a ratio of one share of common stock for every 20 shares of common stock. We rounded up any fractional shares of new common stock issuable in connection with the reverse stock split. Our authorized shares of capital were reduced proportionately from 1,000,000,000 to 50,000,000 shares of common stock and from 50,000,000 to 2,500,000 shares of preferred stock. Unless otherwise noted, all share and per share data in this prospectus is adjusted to give effect to the reverse stock split. Conversion of Series B Preferred Stock Effective on December 23, 2009, CDS Ventures of South Florida, LLC, our principal shareholder, converted all the outstanding shares of our Series B preferred stock (including shares issuable in payment of accrued dividends) into common stock. Based on the conversion price of $1.00 in effect on the conversion date, 4,343,000 shares of our common stock were issued. Unless otherwise noted, all share and per share data in this prospectus is adjusted to give effect to the conversion of our Series B preferred stock into common stock. THE OFFERING Units Offered 900,000 Units, each comprised of four shares of common stock and one warrant Common stock: Common stock outstanding (as of February 5 , 2010) 12,029,519 shares Common stock included in units 3,600,000 shares Common stock issuable upon exercise of warrants included in units 900,000 shares Table of Contents Common stock to be outstanding after this offering 15,629,519 shares Warrants: Warrants included in units 900,000 Warrant exercise price and term Each warrant entitles the holder to purchase one share of common stock at an exercise price equal to 33% of the public offering price per unit, during the three year period commencing on the date of this prospectus. Use of proceeds Assuming a public offering price of $ 17.00 per unit and no exercise of the underwriters' over-allotment option, we will receive net proceeds of approximately $ 13.8 million from our sale of units in this offering, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use these proceeds as follows: (i) approximately $9,000,000 for 2010 marketing efforts; (ii) approximately $500,000 for new product development; and (iii) the remaining proceeds of approximately $ 4,300,000 for general corporate purposes, including working capital. Any proceeds obtained upon exercise of the over-allotment option will be used to prepay a portion of the convertible note outstanding to CDS Ventures of South Florida, LLC. Any proceeds from the exercise of warrants will be used for working capital. Dividend policy We do not anticipate paying cash dividends on our common stock for the foreseeable future. Risk factors You should read the section captioned Risk Factors for a discussion of factors you should consider carefully before deciding whether to purchase shares of our common stock. Trading Our common stock is currently traded the OTC Bulletin Board under the symbol CSUH. Upon completion of this offering, our common stock and warrants will be listed on the Nasdaq Capital Market under the symbols CELH and CELHW , respectively. The information above regarding the number of shares of common stock offered and the number of shares of common stock to be outstanding after this offering does not include: 1,179,201 shares of common stock issuable upon the exercise of outstanding stock options; 403,750 shares of common stock issuable upon the exercise of outstanding warrants; 792,599 shares of common stock available for issuance upon conversion of our outstanding convertible promissory notes; 2,063,125 shares of common stock available for issuance upon conversion of our issued and outstanding Series A preferred stock; 900,000 shares of common stock issuable upon the exercise of the warrants included in the units; 72,000 shares of common stock issuable upon exercise of the underwriters' unit purchase option, or the 18,000 shares underlying the warrants included therein; or exercise of the underwriters' over-allotment option. Table of Contents SUMMARY FINANCIAL INFORMATION The following summary financial information is derived from our consolidated financial statements, together with adjusted information which reflects the receipt of the net proceeds from this offering. This summary financial information should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. Statements of operations: For Year Ended For the Nine Months Ended December 31, September 30, 2008 2007 2009 2008 (Unaudited) (Unaudited) Revenue $ 2,589,887 $ 1,644,780 $ 3,480,475 $ 1,968,975 Total Operating Expenses 5,676,695 4,155,197 6,723,130 4,232,572 Net Loss $ (5,261,600 ) $ (3,725,841 ) $ (5,335,829 ) $ (3,942,488 ) Balance sheet: As of December 31, As of September 30, 2008 2007 2009 2009 (1) (Unaudited) (Unaudited) Cash $ 1,040,633 $ 257,482 $ 647,598 $ 14,476,598 Total Assets 2,202,769 2,533,130 3,251,675 17,080,675 Total Liabilities 2,191,542 4,137,882 5,573,184 5,573,184 Stockholders Equity (Deficiency) $ 11,227 $ (1,604,752 ) $ (2,321,509 ) $ 11,507,491 (1) Gives effect to the sale of units by us in this offering at an assumed offering price of $ 17.00 per unit , after deducting discounts and estimated offering expenses to be paid by us. Table of Contents RISK FACTORS An investment in our securities involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our securities. If any of the events anticipated by the risks described below occur, our results of operations and financial conditions could be adversely affected which could result in a decline in the market price of our securities , causing you to lose all of part of your investment. Risk Factors Relating to Our Business We have a limited operating history with significant losses and expect losses to continue for the foreseeable future. The Company was incorporated in the State of Nevada on April 26, 2005 under the name Vector Ventures Corp and did not have any business operations until it acquired Elite FX, Inc., a Florida corporation, by reverse merger in January 2007. It is difficult to evaluate our business future and prospects as we are a young company with a limited operating history. Our future operating results will depend on many factors, both in and out of our control, including the ability to increase and sustain demand for and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. Elite FX, Inc. incurred operating losses from its inception in 2004 to our acquisition in January 2007. We have incurred losses since the acquisition and launching our own commercial operations. We have yet to establish any history of profitable operations. We have incurred an operating loss during the first nine months ending September 30, 2009 of $5.2 million. As a result, at September 30, 2009, we had an accumulated deficit of $16.7 million. Our revenues have not been sufficient to sustain our operations. We expect that our revenues will not be sufficient to sustain our operations for the foreseeable future. Our profitability will require the successful commercialization of our current Celsius product line and any future products we develop. No assurances can be given when this will occur or that we will ever be profitable. We may require additional capital in the future, which may not be available on favorable terms or at all. We believe that the net proceeds of this offering, together with anticipated revenues from operations, will enable us to fund our operations and business plan for the next 18 months or until we become cash flow positive. However, there is no assurance that our assumptions as to our company s capital needs will be correct and that we will not need to raise additional financing either after or prior to the end of such 18 month period or until we become cash flow positive. We anticipate that any such additional funds would be raised through equity or debt financings. In addition, we may enter into one or more revolving credit facilities or term loan facilities with one or more syndicates of lenders. It is possible that equity or debt financing will not be available to when we seek it. Such equity or debt financing, if available, may be on terms that are not favorable to us. Even if we are able to raise capital through equity or debt financings, the interest of existing shareholders in our company may be diluted, and the securities we issue may have rights, preferences and privileges that are senior to those of our common stock or may otherwise materially and adversely affect the holdings or rights of our existing shareholders. If we cannot obtain adequate capital when needed on reasonable terms, we may not be able to fully implement our business plan, and our business, results of operations and financial condition would be adversely affected. We rely on third party co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer. We do not directly manufacture our products, but instead outsource such manufacturing to established third party co-packers. These third party co-packers may not be able to fulfill our demand as it arises, could begin to charge rates that make using their services cost inefficient or may simply not be able to or willing to provide their services to us on a timely basis or at all. In the event of any disruption or delay, whether caused by a rift in our relationship or the inability of our co-packers to manufacture our products as required, we would need to secure the services of alternative co-packers. We may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period and any such transition could be costly. In such case, our business, financial condition and results of operations would be adversely affected. Table of Contents We rely on distributors to distribute our products in the DSD sales channel. If we are unable to secure such distributors and/or we are unable to maintain good relationships with our existing distributors, our business could suffer. We distribute Celsius in the DSD sales channel by entering into agreements with direct-to-store delivery distributors having established sales, marketing and distribution organizations. Many of our distributors are affiliated with and manufacture and/or distribute other beverage products. In many cases, such products compete directly with our products. The marketing efforts of our distributors are important for our success. If Celsius proves to be less attractive to our distributors and/or if we fail to attract distributors, and/or our distributors do not market and promote our products with greater focus in preference to the products of our competitors, our business, financial condition and results of operations could be adversely affected. Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer. Unilateral decisions could be taken by our distributors, grocery chains, convenience chains, drug stores, nutrition stores, mass merchants, club warehouses and other customers to discontinue carrying all or any of our products that they are carrying at any time, which could cause our business to suffer. Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business. The principal raw materials used by us are flavors and ingredient blends as well as aluminum cans, the prices of which are subject to fluctuations. We are uncertain whether the prices of any of the above or any other raw materials or ingredients we utilize will rise in the future and whether we will be able to pass any of such increases on to our customers. We do not use hedging agreements or alternative instruments to manage the risks associated with securing sufficient ingredients or raw materials. In addition, some of these raw materials, such as our distinctive sleek 12 ounce can, are available from a single or a limited number of suppliers. As alternative sources of supply may not be available, any interruption in the supply of such raw materials might materially harm us. Our failure to accurately estimate demand for our products could adversely affect our business and financial results. We may not correctly estimate demand for our products. If we materially underestimate demand for our products and are unable to secure sufficient ingredients or raw materials, we might not be able to satisfy demand on a short-term basis, in which case our business, financial condition and results of operations could be adversely affected. We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position. Our success depends, in large part, on our ability to protect our current and future brands and products and to defend our intellectual property rights. We cannot be sure that trademarks will be issued with respect to any future trademark applications or that our competitors will not challenge, invalidate or circumvent any existing or future trademarks issued to, or licensed by, us. Our products are manufactured using our proprietary blends of ingredients. These blends are created by third-party suppliers to our specifications and then supplied to our co-packers. Although all of the third parties in our supply and manufacture chain execute confidentiality agreements, there can be no assurance that our trade secrets, including our proprietary ingredient blends will not become known to competitors. We believe that our competitors, many of whom are more established, and have greater financial and personnel resources than we do, may be able to replicate or reverse engineer our processes, brands, flavors, or our products in a manner that could circumvent our protective safeguards. Therefore, we cannot give you any assurance that our confidential business information will remain proprietary. Any such loss of confidentiality could diminish or eliminate any competitive advantage provided by our proprietary information. We may incur material losses as a result of product recall and product liability. We may be liable if the consumption of any of our products causes injury, illness or death. We also may be required to recall some of our products if they become contaminated or are damaged or mislabeled. A significant product liability judgment against us, or a widespread product recall, could have a material adverse effect on our business, financial condition and results of operations. The amount of the insurance we carry is limited, and that insurance is subject to certain exclusions and may or may not be adequate. We may not be able to develop successful new products, which could impede our growth and cause us to sustain future losses. Part of our strategy is to increase our sales through the development of additional products. We cannot assure you that we will be able to develop, market, sell and distribute additional products that will enjoy market acceptance. The failure to develop new products that gain market acceptance could have an adverse impact on our growth and materially adversely affect our financial condition. Table of Contents Our lack of product diversification and inability to timely introduce new or alternative products could cause us to cease operations. Our business is centered on Celsius . The risks associated with focusing on a limited product line are substantial. If consumers do not accept our products or if there is a general decline in market demand for, or any significant decrease in, the consumption of functional beverages, we are not financially or operationally capable of introducing alternative products within a short time frame. As a result, such lack of acceptance or market demand decline could cause us to cease operations. We are dependent on our key executives and employees and the loss of any of their services could materially adversely affect us which may have a material adverse effect on our Company. Our future success will depend substantially upon the abilities of, and personal relationships developed by a limited number of key executives and employees, including Stephen C. Haley, our Chief Executive Officer, President and Chairman of the Board, Geary W. Cotton, our Chief Financial Officer and Irina Lorenzi, our Innovations Vice President. The loss of the services of Mr. Haley, Mr. Cotton, Ms. Lorenzi or any other key employee could materially adversely affect our business and our prospects for the future. We do not have key person insurance on the lives of such individuals and the loss of any of their services could materially adversely affect us. We are dependent on our ability to attract and retain qualified technical, sales and managerial personnel. Our future success depends in part on our continuing ability to attract and retain highly qualified technical, sales and managerial personnel. Competition for such personnel in the beverage industry is intense and we may not be able to retain our key managerial, sales and technical employees or attract and retain additional highly qualified technical, sales and managerial personnel in the future. Any inability to attract and retain the necessary technical, sales and managerial personnel could materially adversely affect us. The FDA has not passed on the efficacy of our products or the accuracy of any claim we make related to our products. Although five independent clinical studies have been conducted relating to the calorie-burning and related effects of our products, the results of these studies have not been submitted to or reviewed by the FDA. Further, the FDA has not passed on the efficacy of any of our products nor has it reviewed or passed on any claims we make related to our products, including the claim that our products aid consumers in burning calories or enhancing their metabolism. Risk Factors Relating to Our Industry We are subject to significant competition in the beverage industry. The beverage industry is highly competitive. The principal areas of competition are pricing, packaging, distribution channel penetration, development of new products and flavors and marketing campaigns. Our products compete with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially greater financial, marketing and distribution resources and name recognition than we do. Important factors affecting our ability to compete successfully include the taste and flavor of our products, trade and consumer promotions, rapid and effective development of new, unique cutting edge products, attractive and different packaging, branded product advertising and pricing. Our products compete with all liquid refreshments and with products of much larger and substantially better financed competitors, including the products of numerous nationally and internationally known producers, such as The Coca Cola Company, Dr. Pepper Snapple Group, PepsiCo, Inc., Nestle, Waters North America, Inc., Hansen Natural Corp. and Red Bull. We also compete with companies that are smaller or primarily local in operation. Our products also compete with private label brands such as those carried by supermarket chains, convenience store chains, drug store chains, mass merchants and club warehouses. There can be no assurance that we will compete successfully in the functional beverage industry. The failure to do so would materially adversely affect our business, financial condition and results of operations. We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success and significant marketing and advertising will be needed to achieve and sustain brand recognition. Our business is substantially dependent upon awareness and market acceptance of our products and brands by our targeted consumers. Our business depends on acceptance by our independent distributors of our brand as one that has the potential to provide incremental sales growth rather than reduce distributors existing beverage sales. The development of brand awareness and market acceptance is likely to require significant marketing and advertising expenditures. Even if we are able to engage in such marketing and advertising efforts, there can be no assurance that Celsius will achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers. Any failure of Celsius brand to maintain or increase acceptance or market penetration would likely have a material adverse affect on business, financial condition and results of operations. Table of Contents Our sales are affected by seasonality. As is typical in the beverage industry, our sales are seasonal. Our highest sales volumes generally occur in the second and third quarters, which correspond to the warmer months of the year in our major markets. Consumer demand for our products is also affected by weather conditions. Cool, wet spring or summer weather could result in decreased sales of our beverages and could have an adverse effect on our results of operations. Our business is subject to many regulations and noncompliance is costly. The production, marketing and sale of our beverage products are subject to the rules and regulations of various federal, state and local health agencies. If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our financial conditions and operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time to time and while we closely monitor developments in this area, we have no way of anticipating whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have an adverse effect on our business, financial condition and results of operations. Risks Relating to our Common Stock and Warrants and the Offering There are a large number of shares underlying our convertible promissory notes, convertible preferred stock and warrants that may be available for future sale and the sale of these shares may depress the market price of our common stock. As of February 5, 2010, we had 12,029,519 shares of common stock issued and outstanding. As of the same date, we also had convertible promissory notes outstanding that may be converted into an estimated 792,599 shares of our common stock, 2,063,125 shares of common stock issuable upon conversion of our issued and outstanding Series A preferred stock and 1,582,951 shares of common stock issuable upon the exercise of warrants and stock options. In addition, we will issue warrants to purchase 900,000 shares of common stock in this offering. Most, if not all of these shares may be sold into the market place currently. The sale of these shares may adversely affect the market price of our common stock and warrants. Our executive officers, directors and principal shareholders own a significant percentage of our company and will be able to exercise significant influence over our company. Immediately following this offering, our executive officers and directors and principal shareholders collectively will beneficially own approximately 49.6% of the total voting power of our outstanding voting capital stock. These shareholders will be able to determine the composition of our board of directors, will retain the voting power to approve all matters requiring shareholder approval and will continue to have significant influence over our affairs. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material and adverse effect on the market price of the common stock or prevent our shareholders from realizing a premium over the market prices for their shares of common stock. Our board of directors will have broad discretion over the application of a

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+S-1/A TABLE OF CONTENTS Page SUMMARY 1

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+S-1/A 1 l40059gsv1za.htm FORM S-1/A sv1za Table of Contents Registration No. 333-167859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 5 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAS NATURAL INC. (Exact name of registrant as specified in its charter) Ohio 4924 27-3003768 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.) 1 First Avenue South Great Falls, Montana 59401 (406) 791-7500 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Kevin J. Degenstein President and Chief Operating Officer Gas Natural Inc. 1 First Avenue South Great Falls, Montana 59401 (406) 791-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Christopher J. Hubbert, Esq. Kohrman Jackson Krantz P.L.L. 1375 East Ninth Street, 20th Floor Cleveland, Ohio 44114 (216) 696-8700 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 being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, 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 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Share(1) Offering Price Registration Fee Common Stock of selling shareholders 340,000(2) $11.77 $4,001,800 $285 Common Stock to be sold by the registrant(3) 2,075,000 $11.77 $24,422,750 $1,742 Total 2,415,000 $11.77 $28,424,550 $2,027(4) (1) The registration fee is calculated pursuant to Rule 457(c) of the Securities Act of 1933 based on the average of the high and low prices reported by the NYSE Amex on June 23, 2010. (2) The selling shareholders will sell 340,000 shares in this offering. (3) Includes 315,000 shares that may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any. (4) $2,413 previously paid. The registrant may amend 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 the registration statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 9, 2010 PROSPECTUS 2,100,000 Shares Common Stock We are a natural gas utility with operations in Montana, Wyoming, Ohio, Pennsylvania, Maine and North Carolina. We also market and distribute natural gas and conduct interstate pipeline operations in Montana and Wyoming. We are offering 1,760,000 shares of common stock. The Selling Shareholders are selling 340,000 shares of common stock. We will not receive any of the proceeds from the sale of shares by the Selling Shareholders. Our common stock is listed on the NYSE Amex Equities stock exchange under the symbol EGAS. The last reported sales price of our common stock on November 8, 2010 was $10.94 per share. We have granted the underwriters a 30 day option to purchase up to 315,000 additional shares of common stock to cover over-allotments, if any. Investing in our

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+prospectus is not complete and may be changed. The Selling Security Holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these shares, and the Selling Security Holders are not soliciting an offer to buy these shares in any state where the offer or sale is not permitted. 
+
+PRELIMINARY PROSPECTUS
+
+Subject to Completion: Dated May 3, 2009
+
+SILVER BUTTE CO., INC
+
+8,431,499 SHARES OF COMMON STOCK
+
+BY SELLING SHAREHOLDERS
+
+ 
+
+This prospectus relates to the sale, transfer or distribution of up to 8,431,499 shares of the common stock, par value $0.001 per share, of Silver Butte Co., Inc. by the Selling Security Holders described herein. The price at which the Selling Security Holders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive any proceeds from the sale or distribution of the common stock by the Selling Security Holders. 
+
+Our common stock is quoted on the Financial Industry Regulatory Authority s Over the Counter Bulletin Board ("OTCBB") under the symbol "SIBM". On April 30, 2010, the closing sale price for our common stock was $0.07 on the OTCBB.
+
+Investing in our common stock involves risks.
+
+See "Risk Factors" beginning on page 5.
+
+These securities have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. 
+
+ 
+
+THE DATE OF THIS PROSPECTUS IS MAY 3, 2010
+
+Table of Contents
+
+TABLE OF CONTENTS
+
+FORWARD-LOOKING STATEMENTS
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+3
+
+SUMMARY INFORMATION
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+4
+
+RISK FACTORS
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+5
+
+RATIO OF EARNINGS TO FIXED CHARGES
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+6
+
+USE OF PROCEEDS
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+6
+
+DETERMINATION OF OFFERING PRICE
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+6
+
+DILUTION
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+6
+
+SELLING SECURITY HOLDERS
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+7
+
+PLAN OF DISTRIBUTION
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+9
+
+DESCRIPTION OF SECURITIES
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+9
+
+DESCRIPTION OF THE BUSINESS
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+10
+
+LEGAL PROCEEDINGS
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+11
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+MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
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+11
+
+FINANCIAL STATEMENTS
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+12
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+Balance Sheets (unaudited)
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+12
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+Statements of Expenses (unaudited)
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+13
+
+Statements of Cash Flows (unaudited)
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+14
+
+Notes to Financial Statements - Unaudited
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+15
+
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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+16
+
+BALANCE SHEETS
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+17
+
+STATEMENTS OF EXPENSES
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+18
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+STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
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+19
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+STATEMENTS OF CASH FLOWS
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+20
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+NOTES TO FINANCIAL STATEMENTS
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+21
+
+SELECTED FINANCIAL DATA
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+23
+
+SUPPLEMENTARY FINANCIAL INFORMATION
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+23
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+MANAGEMENT'S DISCUSSION AND ANALYSIS
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+23
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+CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
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+24
+
+ON ACCOUNTING AND FINANCIAL DISCLOSURE
+
+24
+
+QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
+
+24
+
+DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
+
+24
+
+EXECUTIVE COMPENSATION
+
+26
+
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+27
+
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+28
+
+TRANSFER AGENT AND REGISTRAR
+
+28
+
+LEGAL MATTERS
+
+28
+
+EXPERTS
+
+28
+
+WHERE YOU CAN FIND MORE INFORMATION
+
+29
+
+1
+
+Table of Contents
+
+You may rely on the information contained in this prospectus or that we have referred you to via this prospectus. We have not authorized anyone to provide you with different or further information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained herein by reference thereto in this prospectus is correct as of any time after its date.
+
+2
+
+Table of Contents
+
+FORWARD-LOOKING STATEMENTS 
+
+This prospectus and the exhibits attached hereto contain forward-looking statements. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. 
+
+Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as believes or does not believe , "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, risks related to: 
+
+ 
+
+ 
+
+ 
+
+our failure to obtain additional financing;
+
+ 
+
+ 
+
+our inability to continue as a going concern;
+
+ 
+
+ 
+
+the unique difficulties and uncertainties inherent in the mineral exploration business;
+
+ 
+
+ 
+
+the inherent dangers involved in mineral exploration;
+
+ 
+
+ 
+
+our President s and Secretary/Treasurer s inability or unwillingness to devote a sufficient amount of time to our business operations;
+
+ 
+
+ 
+
+our common stock.
+
+ 
+
+This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled "Risk Factors", "Description of the Business" and "Management's Discussion and Analysis" of this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except are required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 
+
+We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements. 
+
+3
+
+Table of Contents
+
+SUMMARY INFORMATION
+
+This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the "Risk Factors" section and our consolidated financial statements and the related notes, before deciding to invest in shares of our common stock.
+
+Financial Information and Accounting Principles 
+
+All financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are reported in U.S. dollars.
+
+The Offering 
+
+This is an offering of up to 8,431,499 shares of our common stock by certain Selling Security Holders. 
+
+Shares Offered by the Selling Security Holders: 
+
+ 
+8,431,499 of common stock, $0.001 par value.
+
+ 
+
+ 
+ 
+
+Offering Price:
+
+ 
+Determined at the time of sale by the Selling Security Holders. The price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Security Holder. 
+
+ 
+
+ 
+ 
+
+Common Stock Outstanding as of April 28, 2010:
+
+ 
+19,680,412 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders and thus there will be no increase in our issued and outstanding shares as a result of this offering. 
+
+ 
+
+ 
+ 
+
+Use of Proceeds
+
+ 
+We will not receive any of the proceeds of the shares offered by the Selling Security Holders.
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+
+Dividend Policy
+
+ 
+We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+
+OTC Bulletin Board Symbol 
+
+ 
+SIBM
+
+The number of shares of our common stock that will be outstanding immediately after this offering is 19,680,412 as of April 28, 2010. There are no outstanding options, warrants or other rights to acquire any of our securities.
+
+ 
+
+Summary of Our Business 
+
+Silver Butte Mining Co., Inc. was incorporated under the laws of the State of Idaho on January 19, 1965, as a mining company engaged in the exploration of non-ferrous and precious metals, principally silver and lead. The Company was unable to develop any commercial ore deposits following many years of extensive exploration through geologic sampling and mapping, core drilling, and tunneling, and abandoned its status as an exploration stage enterprise by ceasing all exploration activities in 1994. 
+
+On February 4, 2004, a merger with Silver Butte Co., Inc was ratified, and Silver Butte Co., Inc was incorporated in the state of Nevada on March 4, 2004. On that date, the Registrant merged into its wholly-owned Nevada subsidiary and changed its corporate domicile from the state of Idaho to the state of Nevada. Throughout this report reference to the Registrant or Company includes the Idaho corporation prior to the merger, and the Nevada corporation subsequent to the merger.
+
+The Company s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who, or which, desire to seek the perceived advantages of a publicly registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and may participate in a business venture of virtually any kind or nature. Because the Company has no operations and only nominal assets, it is defined as a shell company by the Securities & Exchange Commission.
+
+The Company s executive offices are located at 601 W Main Avenue, Spokane, Washington, 99201, and its mailing address is the same.
+
+4
+
+Table of Contents
+
+RISK FACTORS
+
+Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of our common stock. 
+
+Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business. 
+
+1.
+
+Because our Company was historically engaged in the mineral exploration industry, there exists the possibility that the Company may have environmental liability. 
+
+There can be no assurance that the Company may not at some future date be deemed to have environmental liabilities as a consequence of prior activities in the mining industry. 
+
+2.
+
+The Company has minimal operating capital, no significant assets and has no revenues or earnings from operations.
+
+The Company has minimal operating capital and for the forseeable future will be dependent upon its ability to finance its operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to do so could result in the bankruptcy of the Company or other event which would have a material adverse effect on the Company and its shareholders. The Company has no significant assets or financial resources. The Company will be dependent the acquisition of an operating company in order for it to generate revenues or earnings. 
+
+3.
+
+You should not rely on an investment in our common stock to provide dividend income.
+
+We have never paid any dividends and we do not plan to pay cash dividends on our common stock in the foreseeable future.
+
+4.
+
+Our common stock is quoted on OTC Bulletin Board. 
+
+Trading in our stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system or a stock exchange such as the Amex. Accordingly, shareholders may have difficulty reselling any of the shares.
+
+5.
+
+ Our stock is a penny stock and subject to certain restrictions on sales practices on broker-dealers,
+
+The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer s confirmation. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
+
+5
+
+Table of Contents
+
+In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
+
+6.
+
+Lack of liquidity.
+
+Because the Company is a shell company, shareholders holding unregistered shares of the Company s common stock will not be able to avail themselves of Rule 144 for the resale of such restricted securities.
+
+7.
+
+Because we have no operating business we are considered a blank check or shell company.
+
+ 
+
+Because the Company is a shell company, shareholders holding unregistered shares of the Company s common stock will not be able to avail themselves of Rule 144 for the resale of such restricted securities.
+
+ 
+
+Restrictions on the resale of restricted shares of the Company s common stock due to its shell company status may make it difficult, more expensive or impossible for the Company to finance any business opportunity.
+
+ 
+
+The Company will be required to file current Form 10 information with the Securities and Exchange Commission within four days of any business acquisition. This may increase the cost of such an acquisition or preclude some business opportunities entirely.
+
+ 
+
+Until such time as the Company ceases to be shell Company it will be required to comply with Rule 419 under the Securities Act of 1933. This rule governs the offering of securities by blank check companies. Our Company is deemed to be a blank check because it is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and is issuing penny stock. Rule 419 imposes additional requirements on a blank check company which seeks to offer its securities . Compliance with Rule 419 may make any such contemplated offering more expensive to the Company, more difficult to find potential investors and more time consuming to effect a business transaction. Such requirements include the escrow of the proceeds of any offering, the obligation of the Company to provide, and the right of the purchaser to receive, information regarding an acquisition, including the requirement that purchasers confirm in writing their investment in the Company after an acquisition candidate is identified and the probable requirement of a post-effective amendment to the offering document setting forth information about the acquisition target that would be required in the applicable form of registration statement. Compliance with Rule 419 will increase the cost of any such offering, may make investment in the Company less attractive to certain investors and may make the Company less attractive to potential acquisition candidates. 
+
+RATIO OF EARNINGS TO FIXED CHARGES
+
+ 
+
+Not applicable.
+
+ 
+
+USE OF PROCEEDS
+
+ 
+
+We will not receive any proceeds from the sale of the common stock offered through this prospectus by the Selling Security Holders. 
+
+ 
+
+DETERMINATION OF OFFERING PRICE
+
+ 
+
+Our common stock is quoted on the OTCBB. The actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Security Holders. The offering price will thus be determined by market factors and the independent decisions of the Selling Security Holders.
+
+ 
+
+DILUTION
+
+The common stock to be sold by the Selling Security Holders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders. 
+
+6
+
+Table of Contents
+
+SELLING SECURITY HOLDERS 
+
+This prospectus covers the offering of up to 8,431,499 shares of our common stock by Selling Security Holders. 
+
+The shares issued to the Selling Security Holders are restricted shares under applicable federal and state securities laws and are being registered to give the Selling Security Holders the opportunity to sell their shares. The registration of such shares does not necessarily mean, however, that any of these shares will be offered or sold by the Selling Security Holders. The Selling Security Holders may from time to time offer and sell all or a portion of their shares in the over-the-counter market, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale or at negotiated prices. 
+
+The registered shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best efforts basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offer will be set forth in an accompanying prospectus supplement. See Plan of Distribution . 
+
+Each of the Selling Security Holders reserves the sole right to accept or reject, in whole or in part, any proposed purchase of the registered shares to be made directly or through agents. The Selling Security Holders and any agents or broker-dealers that participate with the Selling Security Holders in the distribution of their registered shares may be deemed to be underwriters within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts under the Securities Act. 
+
+We will receive no proceeds from the sale of the registered shares. We have agreed to bear the expenses of registration of the shares, other than commissions and discounts of agents or broker-dealers and transfer taxes, if any. 
+
+ 
+
+Selling Security Holder Information 
+
+ 
+
+The Selling Security Holders named in this prospectus are offering all of the 8,431,499 shares of common stock offered through this prospectus, which shares were acquired by the Selling Security Holders from the Company in offerings that were exempt from registration under the Securities Act of 1933, as amended.
+
+ 
+
+The following table provides information regarding the beneficial ownership of our common stock held by each of the Selling Security Holders as of April 28, 2010, including:
+
+ 
+
+(1) 
+
+the number of shares owned by each prior to this offering; 
+
+(2) 
+
+the total number of shares that are to be offered by each; 
+
+(3)
+
+the total number of shares that will be owned by each upon completion of the offering;
+
+(3)
+
+the percentage owned by each upon completion of the offering; and
+
+(3)
+
+the identity of the beneficial holder of any entity that owns the shares. 
+
+ 
+
+The named party beneficially owns and has sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table. The numbers in the following table assume that none of the Selling Security Holders sell shares of common stock not being offered in this prospectus or purchase additional shares of common stock, and assume that all shares offered are sold. 
+
+As at April 28, 2010, we had 19,680,412 shares of our common stock issued and outstanding.
+
+7
+
+Table of Contents
+
+Name and Address of Selling 
+
+Shareholder
+
+(All Foreign Residents)
+
+Shares Owned
+
+Prior to this
+
+Offering
+
+Total Number of Shares to 
+
+be Offered for Selling 
+
+Shareholder Account
+
+Total Shares to be Owned 
+
+Upon Completion of this 
+
+Offering
+
+Percent Owned 
+
+Upon Completion
+
+of this Offering
+
+Carstens, Philip J.
+
+E 1306 Rockwood Blvd 
+
+Spokane, Wa 99203 
+
+75,000
+
+75,000
+
+-0-
+
+0
+
+Dammarell, Arthur P. Jr & Jeanne L., Jtwros
+
+17922 N. Hatch Rd 
+
+Colbert, Wa 99005
+
+100,000
+
+100,000
+
+-0-
+
+0
+
+Dunne, Terrence J. (1)
+
+601 W. Main Ave Suite 1017 
+
+Spokane, Wa 99201
+
+2,716,667
+
+2,716,667
+
+-0-
+
+0
+
+Etter, James F.
+
+E 5503 Broadway 
+
+Spokane, Wa 99212
+
+700,500
+
+200,000
+
+500,500
+
+2.5
+
+Evans, Robert (2)
+
+Box 178 
+
+Ponderay, Id 83852
+
+303,333
+
+303,333
+
+-0-
+
+0
+
+Evans, Robert H. & Nona B. Jtwros (2)
+
+Po Box 178 
+
+Ponderay, Idaho 83852
+
+100,000
+
+100,000
+
+-0-
+
+0
+
+ 
+
+Hohman, Wayne A. (1)
+
+311 Montgomery 
+
+Post Falls, Id 83854
+
+646,500
+
+646,500
+
+-0-
+
+0
+
+Jacobs, Ralph J. & Muxfeldt, Stephanie M.
+
+6008 N. 18th St. 
+
+Dalton Gardens, Id 83815
+
+70,000
+
+70,000
+
+-0-
+
+0
+
+Greg Lipsker (2)
+
+1213 W. Railroad Ave.
+
+Spokane, WA 99201 
+
+260,000
+
+260,000
+
+-0-
+
+0
+
+Mazzie, Joe P
+
+101 N Stone 
+
+Spokane, Wa 99202
+
+225,000
+
+200,000
+
+25,000
+
+(3)
+
+McConnaughey, John T. (2)
+
+P O Box 664
+
+Sandpoint, ID 83864
+
+223,123
+
+166,666
+
+56,457
+
+(3)
+
+McConnaughey, John T. & Freda L. Jtwros(2)
+
+Po Box 644 
+
+Sandpoint, Id 83864
+
+683,333
+
+683,333
+
+-0-
+
+0
+
+J.D. McGraw
+
+6406 Olympia, Dr.
+
+Houston TX, 77057
+
+200,000
+
+200,000
+
+-0-
+
+0
+
+McNeice, Janet A
+
+5811 S Mohawk Dr 
+
+Spokane, Wa 99206 
+
+149,000
+
+80,000
+
+69,000
+
+(3)
+
+McNeice, Randall (Nominee)
+
+910 Wash Trst Fin Ctr 
+
+Spokane, Wa 99201 
+
+210,425
+
+80,000
+
+130,425
+
+(3)
+
+James F. McQuade, Estate of
+
+601 W. Main Ave., Suite 1017
+
+Spokane WA 99201
+
+100,000
+
+100,000
+
+0
+
+0
+
+Parrish Brian Nano Fund, Inc
+
+5105 S. Sunward Dr.
+
+Spokane, WA 99223
+
+50,000
+
+50,000
+
+-0-
+
+0
+
+Powell, Martyn A. (1)
+
+2024 105th Pl Se 
+
+Everett, Wa 98208
+
+100,000
+
+100,000
+
+-0-
+
+0
+
+Powers, Patrick G.
+
+Po Box 2636 
+
+Coeur D' Alene, Id 83816
+
+1,670,000
+
+1,670,000
+
+-0-
+
+0
+
+Zinger, Elmer J. (2)
+
+105 N First Ave #205 
+
+Sandpoint, Id 83864
+
+645,000
+
+630,000
+
+15,000
+
+(3)
+
+Total
+
+9,227,881
+
+8,431,499
+
+796,382
+
+4.05
+
+(1)
+
+Director or Executive Officer
+
+(2)
+
+Former Director or Executive Officer
+
+(3)
+
+Legal Counsel
+
+(4)
+
+Less than 1%
+
+8
+
+Table of Contents
+
+Except as noted above, none of the Selling Security Holders:
+
+ 
+
+has had a material relationship with us other than as a shareholder at any time within the past three years; 
+
+ 
+
+has been one of our officers or directors;
+
+ 
+
+are affiliated or have been affiliated with any broker-dealer in the United States; and
+
+ 
+
+are affiliated with or have been affiliated with us or any of our predecessors or affiliates during the past three years.
+
+ 
+
+PLAN OF DISTRIBUTION
+
+We are registering the shares of common stock on behalf of the Selling Security Holders. When we refer to Selling Security Holders, we intend to include donees and pledgees selling shares received from a named Selling Security Holder after the date of this prospectus. All costs, expenses and fees in connection with this registration of the shares offered under this registration statement will be borne by us. Brokerage commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Security Holders. Sales of shares may be effected by the Selling Security Holders from time to time in one or more types of transactions (which may include block transactions) on the over-the-counter market, in negotiated transactions, through put or call options transactions relating to the shares, through short sales of shares, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. The Selling Security Holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of shares by the Selling Security Holders.
+
+The Selling Security Holders may effect such transactions by selling shares directly to purchasers or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Security Holders and/or purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).
+
+The Selling Security Holders and any broker-dealers that act in connection with the sale of shares might be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. The Selling Security Holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against some liabilities arising under the Securities Act.
+
+Because the Selling Security Holders may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, the Selling Security Holders will be subject to the prospectus delivery requirements of the Securities Act. We have informed the Selling Security Holders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market. 
+
+Neither the Company nor any shareholder has any arrangement or understanding to sell the shares of any selling shareholder. 
+
+In the event that the Company or any selling shareholder shall enter into an arrangement or understanding with any member of the Financial Industry Regulating Authority (FINRA) to sell the shares of any selling shareholder, the maximum compensation to be paid to any such FINRA member will not exceed 8% of the offering amount.
+
+In the event that the registration statement is no longer effective, the Selling Security Holders may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of such Rule, including the minimum six-month holding period. 
+
+DESCRIPTION OF SECURITIES 
+
+Common Stock
+
+We are authorized to issue three hundred million (300,000,000) shares of $0.001 par value common stock. All of the common stock authorized has equal voting rights and powers without restrictions in preference. All shares of common stock are equal to each other with respect to voting, liquidation, dividend and other rights. Owners of shares of common stock are entitled to one vote for each share of common stock owned at any shareholders meeting. Holders of shares of common stock are entitled to 
+
+9
+
+Table of Contents
+
+receive such dividends as may be declared by the Board of Directors out of funds legally available therefor; and upon liquidation, are entitled to participate pro rata in a distribution of assets available for such a distribution to shareholders.
+
+At April 28, 2010, there were 19,680,412 shares of common stock issued and outstanding held by approximately 1,140 shareholders of record. There are no outstanding options, warrants or other rights to acquire shares of our Common Stock. Our common stock is quoted on the OTCBB under the trading symbol SIBM .
+
+Preferred Stock
+
+We are authorized to issue 10,000,000 shares of Preferred Stock. At April 28, 2010, there were no shares of preferred stock issued and outstanding. The Preferred Stock is entitled to preference over the Common Stock with respect to the distribution of assets of the Company in the event of liquidation, dissolution, or winding-up of the Company, whether voluntarily or involuntarily, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs. The authorized but un-issued shares of Preferred Stock may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors. The Directors in their sole discretion have the power to determine the preferences, limitations, and relative rights of each series of Preferred Stock within the limits set forth in the Idaho Business Corporations Act. As of the date of this memorandum, no preferred stock has been issued.
+
+There are no conversion, preemptive, or other subscription rights or privileges with respect to any shares. Our stock does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%) would not be able to elect any directors.
+
+ 
+
+DESCRIPTION OF THE BUSINESS
+
+ 
+
+Silver Butte Mining Co., Inc. was incorporated under the laws of the State of Idaho on January 19, 1965, as a mining company engaged in the exploration of non-ferrous and precious metals, principally silver and lead. The Company was unable to develop any commercial ore deposits following many years of extensive exploration through geologic sampling and mapping, core drilling, and tunneling, and abandoned its status as an exploration stage enterprise by ceasing all exploration activities in 1994. 
+
+On February 4, 2004, a merger with Silver Butte Co., Inc was ratified, and Silver Butte Co., Inc was incorporated in the state of Nevada on March 4, 2004. On that date, the Registrant merged into its wholly-owned Nevada subsidiary and changed its corporate domicile from the state of Idaho to the state of Nevada. Throughout this report reference to the Registrant or Company includes the Idaho corporation prior to the merger, and the Nevada corporation subsequent to the merger.
+
+The Company seeks to investigate and, if such investigation warrants, acquire an interest in a business seeking the perceived advantages of a publicly registered corporation. The Company may seek a business opportunity with an entity which has recently commenced operations, wishes to utilize the public marketplace in order to raise additional capital to expand into new products or markets, develop a new product or service, or for other corporate purposes. The Company may acquire assets and/or establish subsidiaries in various businesses, or acquire existing businesses as subsidiaries. 
+
+Business opportunities may be available in many different industries at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Management of the Company, while not especially experienced in matters relating to the new direction of the Company, will rely primarily upon their own efforts to accomplish the business purposes. The Company does not anticipate a significant change in the number of employees during the next twelve months. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel, will be utilized to effectuate its business purposes described herein. During the next twelve months, the Company expects to be able to satisfy its cash requirements, and does not foresee the need to raise additional capital during this period.
+
+Because we have no operations and only nominal assets we are what the Securities and Exchange Commission defines as a shell company. At such time as we cease to be a shell company we will need to file a Form 8-K that contains the information that would be required in an initial registration statement on Form 10 to register a class of securities under Section 12 of the Securities Exchange Act of 1934. We will be required to file the Form 8-K within four business days after the closing of the transaction that results in our no longer being considered a shell company.
+
+We have voluntarily registered our shares under the Securities Exchange Act of 1934 (the Exchange Act ) in order to become a reporting company. Management believes that it will be better able to finance its operations as a reporting company and will facilitate or improve the terms on which additional equity financing may be sought as well as making the Company a more attractive acquisition candidate.
+
+10
+
+Table of Contents
+
+LEGAL PROCEEDINGS
+
+We know of no material, existing or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
+
+MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
+
+Market Information
+
+ 
+
+Our common stock is quoted on the Over The Counter Bulletin Board ( OTCBB ), which is sponsored by the Financial Industry Regulatory Authority ( FINRA ). The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network, which provides information on current bids and asks as well as volume information. The OTCBB is not considered a national exchange. Our symbol is SIBM. 
+
+The following table sets forth the range of high and low bid prices as reported by the OTC Bulletin Board under the symbol SIBM for each quarter during the years ended December 31, 2008 and 2009 and through the first quarter of 2010. These bid prices reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
+
+2008
+
+High Closing
+
+Low Closing
+
+First Quarter
+
+.30
+
+.16
+
+Second Quarter
+
+.46
+
+.16
+
+Third Quarter
+
+.43
+
+.26
+
+Fourth Quarter
+
+.40
+
+.13
+
+2009:
+
+ 
+ 
+
+First Quarter
+
+.19
+
+.11
+
+Second Quarter
+
+.17
+
+.10
+
+Third Quarter
+
+.12
+
+.08
+
+Fourth Quarter
+
+.12
+
+.05
+
+2010 
+
+ 
+ 
+
+First Quarter
+
+.12
+
+.05
+
+Holders
+
+On April 28, 2010, the shareholders' list of our common shares showed 1,140 registered shareholders and 19,680,412 shares outstanding.
+
+Dividend Policy
+
+We have not paid any cash dividends on our common stock and we have no intention of paying any dividends on our shares of common stock in the near future. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
+
+Securities Authorized for Issuance Under Equity Compensation Plans
+
+None.
+
+11
+
+Table of Contents
+
+FINANCIAL STATEMENTS
+
+Silver Butte Co., Inc.
+
+ 
+ 
+
+Balance Sheets (unaudited)
+
+ 
+ 
+
+February 28, 2010 and August 31, 2009
+
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+February 28,
+
+August 31,
+
+ 
+2010
+
+2009
+
+ASSETS
+
+ 
+ 
+
+ 
+ 
+ 
+
+ Current assets:
+
+ 
+ 
+
+ Cash and cash equivalents
+
+$ 24,341
+
+$ 4,619
+
+ 
+ 
+ 
+
+ Total assets
+
+$ 24,341
+
+$ 4,619
+
+ 
+ 
+ 
+
+LIABILITIES AND STOCKHOLDERS EQUITY 
+
+ 
+ 
+
+ 
+ 
+ 
+
+ Current liabilities:
+
+ 
+ 
+
+ Accounts payable
+
+$ -
+
+$ 195
+
+ Total current liabilities
+
+-
+
+195
+
+ 
+ 
+ 
+
+ Stockholders equity:
+
+ 
+ 
+
+ Preferred stock, $0.001 par value; 10,000,000 shares 
+
+ 
+ 
+
+ authorized, none issued and outstanding
+
+-
+
+-
+
+ Common stock, $0.001 par value; 300,000,000 
+
+ 
+ 
+
+ shares authorized, 19,420,412 and 18,710,412
+
+ 
+ 
+
+ shares issued and outstanding, respectively
+
+19,420
+
+18,710
+
+ Additional paid-in capital
+
+1,002,349
+
+967,559
+
+ Accumulated deficit
+
+(997,428)
+
+(981,845)
+
+ Total stockholders equity
+
+24,341
+
+4,424
+
+ 
+ 
+ 
+
+Total liabilities and stockholders equity
+
+$ 24,341
+
+$ 4,619
+
+The accompanying condensed notes are an integral part of these financial statements.
+
+12
+
+Table of Contents
+
+Silver Butte Co., Inc.
+
+ 
+ 
+
+Statements of Expenses (unaudited)
+
+ 
+ 
+
+For the Three and Six Months Ended 
+
+ 
+ 
+
+February 28, 2010 and 2009
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+Three Months Ended
+
+Six Months Ended
+
+ 
+2/28/2010
+
+2/28/2009
+
+2/28/2010
+
+2/28/2009
+
+ 
+ 
+ 
+ 
+ 
+
+Operating expenses:
+
+ 
+ 
+ 
+ 
+
+Professional service fees
+
+$ (6,821)
+
+$ (5,827)
+
+$ (14,598)
+
+$ (16,995)
+
+Other general and administrative
+
+(750)
+
+(1,631)
+
+(985)
+
+(2,521)
+
+ 
+ 
+ 
+ 
+ 
+
+ Total operating expenses
+
+(7,571)
+
+(7,458)
+
+(15,583)
+
+(19,516)
+
+ 
+ 
+ 
+ 
+ 
+
+Other income:
+
+ 
+ 
+ 
+ 
+
+ Interest income
+
+-
+
+-
+
+-
+
+-
+
+ Total other income
+
+-
+
+-
+
+-
+
+-
+
+ 
+ 
+ 
+ 
+ 
+
+Net loss
+
+$ (7,571)
+
+$ (7,458)
+
+$ (15,583)
+
+$ (19,516)
+
+ 
+ 
+ 
+ 
+ 
+
+Loss per common share basic
+
+$ 0.00
+
+$ 0.00
+
+$ 0.00
+
+$ 0.00
+
+ 
+ 
+ 
+ 
+ 
+
+Weighted average common shares
+
+ 
+ 
+ 
+ 
+
+ outstanding basic
+
+19,420,412
+
+18,710,412
+
+19,289,031
+
+18,710,412
+
+The accompanying condensed notes are an integral part of these financial statements.
+
+13
+
+Table of Contents
+
+Silver Butte Co., Inc.
+
+ 
+ 
+
+Statements of Cash Flows (unaudited)
+
+ 
+ 
+
+For the Six Months Ended
+
+ 
+ 
+
+February 28, 2010 and 2009
+
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+2010
+
+2009
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+Cash flows from operating activities:
+
+ 
+ 
+
+ Net loss 
+
+$ (15,583)
+
+$ (19,516)
+
+ Adjustments to reconcile net loss to net cash
+
+ 
+ 
+
+ used in operating activities:
+
+ 
+ 
+
+ Change in:
+
+ 
+ 
+
+ Accounts payable
+
+(195)
+
+(1,933)
+
+ Net cash used by operating activities
+
+(15,778)
+
+(21,449)
+
+ 
+ 
+ 
+
+Cash flows from financing activities:
+
+ 
+ 
+
+ Proceeds from sale of common stock
+
+35,500
+
+-
+
+ Net cash provided by financing activities
+
+35,500
+
+-
+
+ 
+ 
+ 
+
+Net increase (decrease) in cash and cash equivalents
+
+19,722
+
+(21,449)
+
+Cash and cash equivalents, beginning of period
+
+4,619
+
+33,926
+
+ 
+ 
+ 
+
+Cash and cash equivalents, end of period
+
+$ 24,341
+
+$ 12,477
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+The accompanying condensed notes are an integral part of these financial statements.
+
+14
+
+Table of Contents
+
+Silver Butte Co., Inc. 
+
+Notes to Financial Statements - Unaudited
+
+1. Basis of Presentation
+
+These unaudited financial statements of Silver Butte Co., Inc. ( the Company ) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended August 31, 2009, included in the Company s Form 10-K
+
+The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ended August 31, 2010.
+
+2. Description of Business
+
+Silver Butte Co., Inc. was incorporated in Nevada on March 4, 2004, and is the successor company of Silver Butte Mining Company, which was incorporated in Idaho in 1965. Throughout this report, reference to the Company may include reference to the Idaho corporation, prior to the merger, or the Nevada corporation.
+
+The Company was originally organized to explore, acquire and develop mineral properties and rights, primarily in Idaho. Since the Company s exploration activities never developed commercial ore deposits, the Company abandoned, or sold, its mineral properties and rights, and positioned itself to seek other business opportunities. 
+
+3. Stockholders Equity
+
+On February 24, 2010, the Board of Directors resolved to file a S-1 Registration Statement to register all issued and outstanding unregistered shares of the Company, as of the date of the filing of the Registration Statement. The Company engaged Gregory B. Lipsker, Attorney, to prepare the S-1. The $25,000 legal fees associated with this engagement will be due as follows: 
+
+ 
+
+$17,000 due upon the signing of the engagement letter to be paid as follows:
+
+-$4,000 cash
+
+-260,000 shares of common stock valued at $13,000
+
+ 
+
+$8,000 due upon the effective date of the Registration Statement
+
+Subsequent to February 28, 2010, these shares were issued.
+
+4. Subsequent Event
+
+The company evaluated subsequent events through April 9, 2010, which is the date these financial statements were issued.
+
+15
+
+Table of Contents
+
+REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+
+Board of Directors
+
+Silver Butte Co, Inc.
+
+Spokane, Washington
+
+We have audited the accompanying balance sheets of Silver Butte Co., Inc. as of August 31, 2009 and 2008, the related statements of expenses, and changes in stockholders equity and cash flows for the two years then ended. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audits.
+
+We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Silver Butte Co., Inc is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Silver Butte Co., Inc internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.
+
+In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Silver Butte Co., Inc as of August 31, 2009 and 2008, and the results of its operations and its cash flows for the two years then ended in conformity with accounting principles generally accepted in the United States of America. 
+
+The accompanying financial statements have been prepared assuming Silver Butte Co., Inc will continue as a going concern. As discussed in Note 6 to the financial statements, Silver Butte Co., Inc suffered net losses and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management s plans regarding those matters also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
+
+/s/ Malone & Bailey, PC
+
+www.malone-bailey.com
+
+Houston, Texas
+
+November 23, 2009
+
+16
+
+Table of Contents
+
+Silver Butte Co., Inc.
+
+BALANCE SHEETS
+
+August 31, 2009 and 2008
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+2009
+
+2008
+
+ 
+ 
+ 
+
+ASSETS
+
+ 
+ 
+
+ 
+ 
+ 
+
+Current assets:
+
+ 
+ 
+
+Cash and cash equivalents
+
+$ 4,619
+
+$ 33,926
+
+Total assets
+
+$ 4,619
+
+$ 33,926
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+LIABILITIES AND STOCKHOLDERS EQUITY
+
+ 
+ 
+
+Current liabilities:
+
+ 
+ 
+
+Accounts payable
+
+$ 195
+
+$ 1,959
+
+ 
+ 
+ 
+
+Total current liabilities
+
+195
+
+1,959
+
+ 
+ 
+ 
+
+Stockholders equity:
+
+ 
+ 
+
+Preferred stock, $0.001 par value; 10,000,000
+
+ 
+ 
+
+shares authorized, none issued or outstanding
+
+ 
+ 
+
+Common stock, $0.001 par value; 300,000,000 
+
+-
+
+-
+
+shares authorized; 18,710,412 shares issued 
+
+ 
+ 
+
+and outstanding
+
+18,710
+
+18,710
+
+Additional paid-in capital
+
+967,559
+
+967,559
+
+Accumulated deficit
+
+(981,845)
+
+(954,302)
+
+Total stockholders equity
+
+4,424
+
+31,967
+
+ 
+ 
+ 
+
+Total liabilities and stockholders equity
+
+$ 4,619
+
+$ 33,926
+
+The accompanying notes are an integral part of these financial statements.
+
+17
+
+Table of Contents
+
+Silver Butte Co., Inc.
+
+STATEMENTS OF EXPENSES
+
+For the Years ended August 31, 2009 and 2008
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+2009
+
+2008
+
+ 
+ 
+ 
+
+Operating expenses:
+
+ 
+ 
+
+Professional services
+
+$ (23,892)
+
+$ (31,622)
+
+General and administrative expenses
+
+(3,651)
+
+(5,810)
+
+ 
+ 
+ 
+
+Total operating expenses
+
+(27,543)
+
+(37,432)
+
+ 
+ 
+ 
+
+Other income:
+
+ 
+ 
+
+Interest income
+
+-
+
+12
+
+ 
+ 
+ 
+
+Total other income
+
+-
+
+12
+
+ 
+ 
+ 
+
+Net loss
+
+$ (27,543)
+
+$ (37,420)
+
+ 
+ 
+ 
+
+Loss per common share-basic
+
+0.00
+
+0.00
+
+ 
+ 
+ 
+
+Weighted average common shares outstanding-basic
+
+18,710,412
+
+18,303,700
+
+ 
+ 
+ 
+
+The accompanying notes are an integral part of these financial statements.
+
+18
+
+Table of Contents
+
+Silver Butte Co., Inc.
+
+STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
+
+For the Years ended August 31, 2009 and 2008
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+Additional
+
+ 
+Total
+
+ 
+Common stock
+
+Paid-In
+
+Accumulated
+
+Stockholders'
+
+ 
+Shares
+
+Amount
+
+Capital
+
+Deficit
+
+Equity
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, August 31, 2007
+
+17,743,746
+
+$ 17,744
+
+$ 910,525
+
+$ (916,882)
+
+$ 11,387
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+Issuance of common stock
+
+ 
+ 
+ 
+ 
+ 
+
+ for cash
+
+966,666
+
+966
+
+57,034
+
+ 
+58,000
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net loss
+
+ 
+ 
+ 
+(37,420)
+
+(37,420)
+
+Balances, August 31, 2008
+
+18,710,412
+
+18,710
+
+967,559
+
+(954,302)
+
+31,967
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+Net loss
+
+ 
+ 
+ 
+(27,543)
+
+(27,543)
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+Balances, August 31, 2009
+
+18,710,412
+
+$ 18,710
+
+$ 967,559
+
+$ (981,845)
+
+$ 4,424
+
+The accompanying notes are an integral part of these financial statements.
+
+19
+
+Table of Contents
+
+Silver Butte Co., Inc
+
+STATEMENTS OF CASH FLOWS
+
+For the Years ended August 31, 2009 and 2008
+
+ 
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+2009
+
+2008
+
+ 
+ 
+ 
+
+Cash flows from operating activities:
+
+ 
+ 
+
+ Net loss
+
+$ (27,543)
+
+$ (37,420)
+
+Changes in assets and liabilities:
+
+ 
+ 
+
+ Accounts payable
+
+(1,764)
+
+(1,216)
+
+ Net cash used by operating activities
+
+(29,307)
+
+(38,636)
+
+ 
+ 
+ 
+
+Cash flows from financing activities:
+
+ 
+ 
+
+ Proceeds from sale of common stock
+
+-
+
+58,000
+
+ Net cash provided by financing activities
+
+-
+
+58,000
+
+ 
+ 
+ 
+
+Net change in cash and cash equivalents
+
+(29,307)
+
+19,364
+
+Cash and cash equivalents, beginning of year
+
+33,926
+
+14,562
+
+ 
+ 
+ 
+
+Cash and cash equivalents, end of year
+
+$ 4,619
+
+$ 33,926
+
+ 
+ 
+ 
+
+Cash paid for:
+
+ 
+ 
+
+Interest
+
+$ -
+
+$ -
+
+Income taxes
+
+$ -
+
+$ -
+
+The accompanying notes are an integral part of these financial statements.
+
+20
+
+Table of Contents
+
+Silver Butte Co., Inc
+
+NOTES TO FINANCIAL STATEMENTS
+
+1.
+
+Description of Business
+
+Silver Butte Co., Inc was incorporated in Nevada on March 4, 2004, and is the successor of Silver Butte Mining Company, an Idaho corporation incorporated on January 19, 1965. Throughout this report reference to the Company may include the Idaho corporation, prior to the merger, and the Nevada corporation subsequent to the merger. 
+
+The Company was originally organized to explore, acquire, and develop mineral properties and rights primarily in Idaho. However, the Company s exploration activities never developed any commercial ore deposits, and the Company decided to abandon or sell its mineral properties and rights, and favorably position itself to seek other profitable business opportunities.
+
+2.
+
+Summary of Significant Accounting Policies
+
+Cash Equivalents
+
+Highly liquid short-term investments with a remaining maturity when purchased of three months or less are classified as cash equivalents. The Company deposits its cash and cash equivalents in high quality financial institutions.
+
+Environmental Matters
+
+The Company has owned mineral property interests on certain public and private lands in Idaho, and presently holds mineral rights on one claim in Bonner County, Idaho. The claim is Cleveland Lode in Section 6, Township 55 North, Range 2 West.
+
+The Company s properties have been subject to a variety of federal and state regulations governing land use and environmental matters. The Company s management has engaged consultants to review the potential environmental impacts of its prior mineral exploration and development activities, believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company. However, the possibility exists that the Company may be subject to environmental liabilities associated with its prior activities in the unforeseeable future, although the likelihood of such is deemed remote and the amount and nature of the liabilities is impossible to estimate.
+
+Income Taxes
+
+The Company accounts for income taxes using the asset and liability approach for financial accounting and income tax reporting based on enacted tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
+
+Net Loss Per Share
+
+Basis loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the year, and does not include the impact of any potentially dilutive common stock equivalents. Potential common shares are not included in the computation of loss per share, if their effect is antidilutive. At August 31, 2009 and 2008, the Company had no potential common shares, and only basic loss per share is reported for the years then ended.
+
+Fair Values of Financial Instrument
+
+The carrying amounts of financial instruments, including cash and cash equivalents and payables approximated their fair values at August 31, 2009 and 2008. 
+
+Use of Estimates
+
+In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates.
+
+21
+
+Table of Contents
+
+Silver Butte Co., Inc
+
+Notes to Financial Statements
+
+3.
+
+New Accounting Pronouncements
+
+In April 2009, the FASB issued authoritative guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased and for identifying circumstances that indicate a transaction is not orderly. This guidance became effective for interim and annual reporting periods ending after June 15, 2009, and is to be applied prospectively. The Company adopted this guidance without a material effect on its financial position or results of operations.
+
+In April 2009, the FASB amended the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. It became effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted the guidance without a material effect on its financial position or results of operations.
+
+In April 2009, the FASB amended guidance to require disclosures about fair value of financial instruments for interim and annual reporting periods of publicly traded. It is effective for interim reporting periods ending after June 15, 2009, and was adopted without a material effect on the Company s financial position or results of operations.
+
+In May 2009, the FASB issued authoritative guidance related to subsequent events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This guidance became effective for the Company for interim or annual periods ending after June 15, 2009 and was adopted without a material effect on its financial position or results of operations. 
+
+In June 2009, the FASB issued an update which establishes the FASB Accounting Standards Codification (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification became effective for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have an impact on the Company s financial position or results of operations.
+
+4.
+
+Income Taxes
+
+Deferred tax assets from net operating loss carryforwards were approximately $193,000 and $184,000, respectively, for the years ended August 31, 2009 and 2008. Deferred tax assets were calculated assuming a 34% marginal tax rate, and prior years are adjusted to reflect enacted tax rates expected to be in effect when taxes are actually paid or recovered. Management believes it is more likely than not that these deferred tax assets will not be realized, and therefore a valuation allowance equal to the full amount of the deferred tax asset has been established. At August 31, 2009 and 2008, the Company had tax basis net operating loss carryforwards totaling approximately $569,000 and $541,000, respectively which expire through 2029.
+
+5.
+
+Stockholders Equity
+
+Private Placement
+
+During the year ended August 31, 2008, 966,666 common shares were sold in a private placement, at a price of $0.06 per share for total proceeds of $58,000.
+
+6. 
+
+Going Concern
+
+The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered net losses and has minimal cash on hand. These conditions raise substantial doubt as to the Company s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
+
+7.
+
+Fair Value Disclosures
+
+At September 30, 2009, the Company s financial assets and liabilities, which include cash and cash equivalents, certificates of deposit, and accounts payable, have carrying values which approximate fair value computed using Level 1 inputs. The Company had no non-financial assets or liabilities.
+
+8.
+
+Subsequent Events
+
+Subsequent to August 31, 2009, the Company sold 710,000 common shares in a private placement for $35,500. The Company evaluated subsequent events through November 23, 2009.
+
+22
+
+Table of Contents
+
+SELECTED FINANCIAL DATA
+
+Not applicable.
+
+SUPPLEMENTARY FINANCIAL INFORMATION
+
+Not applicable.
+
+MANAGEMENT'S DISCUSSION AND ANALYSIS
+
+Cautionary Statement
+
+Some sections of this management s discussion and analysis of our financial condition and results of operations may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words believe, expect, anticipate, intends, estimates, forecast, project and similar expressions identify forward-looking statements. The forward-looking statements in this document are based upon various assumptions, and although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict. Actual results could differ materially from those expressed in forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management s view only as of the date of this report.
+
+Material Changes in Financial Condition and Results of Operations 
+
+Result of Operations for period ended February 28, 2010 compared to the period ended February 28, 2009
+
+During the three and six month periods ended February 28, 2010, the Company had a net loss of $7,571 and $15,583 respectively compared to a net loss of $7,458 and $19.516 during the three month and nine month periods ended September 30, 2009. This net loss during the three month period ended February 28, 2010 is substantially unchanged from the three month period ended February 28, 2009. 
+
+Total operating expenses of $7,571 during the three month period ended September 30, 2010 were substantially unchanged from $7,458 for the comparable period ended September 30, 2009. 
+
+Liquidity and Capital Resources
+
+The Company s working capital at February 28, 2010 was $24,341 compared to working capital of $4,424 at February 28, 2009. Working capital increased primarily due the receipt of $35,500 proceeds from a private placement of the Company s common stock during the six month period ended February 28, 2010.
+
+Net cash used in operating activities was $15,778 during the six month period ended February 28, 2010 compared with $21,449 during the six month period ended February 28, 2009. 
+
+Cash flow from financing activities was $35,500 during the six month period ended February 28, 2010 compared to $0 during the six month period ended February 28, 2009. 
+
+As a result, cash increased by $19,722 during the six month period ended February 28, 2010. The Company had cash of $24,341 at February 28, 2010. 
+
+Year ended August 31, 2009 compared to year ended August 31, 2008.
+
+Result of Operations
+
+During 2009, the Company had a net loss of $27,543 compared to a net loss of $37,420 during 2008. This represents a decreased loss of $9,877 over the year ended August 31, 2008. 
+
+Total operating expenses decreased to $27,543 in 2009 from $37,432 in 2008. The difference is due primarily to a decrease in general administrative expenses to $3,651 in 2009 from $5,810 and a decrease in professional fees to $23,892 in 2009 from $31,622 in 2008. 
+
+23
+
+Table of Contents
+
+The Company had no net income in 2009 and only nominal net interest income in 2008. 
+
+Liquidity and Capital Resources
+
+The Company s working capital at August 31, 2009 was $4,424 compared to working capital of $31,967 at August 31, 2008. Working capital decreased due to the current year net loss. 
+
+Net cash used in operating activities was $29,307 in 2009 compared with $38,636 in 2008. This decrease is primarily due to the decrease general and administrative as well as professional fees.. 
+
+Cash flow from investing activities was $0 in 2009, as compared with $58,000 in 2008. 
+
+Cash flow from financing activities was $0 in 2009, as compared with $58,000 in 2008.
+
+As a result, cash decreased by $29,307 in 2009. The Company had cash of $4,619 as of August 31, 2009. 
+
+The Company estimates that the annual costs associated with being a reporting public company will be approximately $24,000. This amount is comprised of accounting fees of approximately $20,000 and legal fees of approximately $4,000. In addition the Company estimates that it will incur approximately $5,000 per year to seek a business opportunity to acquire and up to an additional $15,000 to acquire any such business opportunity once identified. It will be necessary for the Company to raise additional capital to continue its business activities in the next twelve months.
+
+CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
+
+ON ACCOUNTING AND FINANCIAL DISCLOSURE
+
+ 
+
+None. 
+
+ 
+
+QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
+
+ 
+
+Not applicable
+
+ 
+
+DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
+
+ 
+
+All directors of the Company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and significant employees, their ages (as of April 28, 2010), and positions held are as follows:
+
+Name
+
+Age
+
+Affiliation with Registrant
+
+Expiration of Term
+
+Terrence J. Dunne
+
+61
+
+President, Director
+
+Annual meeting
+
+Martyn A. Powell
+
+57
+
+Secretary, Director
+
+Annual meeting
+
+Wayne Hohman
+
+69
+
+Director
+
+Annual meeting
+
+Edward C. Wert
+
+63
+
+Director
+
+Annual meeting
+
+Set forth below is a brief description of the background and business experience of our executive officers and directors. 
+
+Business Experience of Directors and Executive Officers
+
+Terrence J. Dunne: Mr. Dunne was appointed President, CEO, and a director on July 28, 2009. For more than the past five years, Mr. Dunne has operated as a business consultant through his company, Terrence J. Dunne & Associates. Mr. Dunne received his BS, MBA, and Masters in Taxation degrees from Gonzaga University. In addition, Mr. Dunne serves as a director of Silver Butte Co., Inc., Gold Crest Mines, Inc., and Rock Energy Resources, Inc.
+
+Martin J. Powell: Mr. Powell was appointed as Secretary and a director of the Company on November 2, 2009. For the past 20 years, Mr. Powell has been active as a Real Estate Investor and Licensed Realtor in the Greater Seattle Area. Mr. Powell was the President and a Director of Missouri River and Gold Gem Corp, a public company from 1999-2004, at which time control of the company was acquired by Entremetrix Inc, a Nevada Corporation. Mr. Powell was the President and a Director of Aberdeen Idaho Mining Company, a public company from 2002-2004, at which time the control of the company was acquired by MotivNation Inc, a Nevada Corporation. Mr. Powell was the Secretary and a Director of Quad Metals Corporation, a public company from 2001-2003, at which time control of the company was acquired by DataJungle Inc, a Nevada Corporation.
+
+24
+
+Table of Contents
+
+Wayne A. Hohman Mr. Hohman retired from teaching in 1996 after twenty-nine years, and then became involved in land and timber management. He was appointed to the Board of Directors in 1996.
+
+Edward C. Wert Mr. Wert was appointed as a director on March 1, 2006. Mr. Wert was a school teacher for 27 years at West Valley School District, and is presently retired and living in Sagle, Idaho. Mr. Wert has also served on the Schweitzer Mountain Ski Patrol for the last 30 years.
+
+Committees of the Board of Directors
+
+Audit Committee
+
+The Audit Committee is responsible for monitoring the integrity of the Company's financial reporting standards and practices and its financial statements, overseeing the Company's compliance with ethics and compliance policies and legal and regulatory requirements, and selecting, compensating, overseeing, and evaluating the Company's independent auditors.
+
+The entire Board of Directors serve as members of the Audit Committee. Mr. McKinney and Mr. Teneff are independent as defined by NASDAQ marketplace rules 4200(a)(15) and 4350(d)(2). In forming our Board of Directors, we sought individuals with the ability to guide our operations based on their business experience, both past and present, and their education. Our business model is not complex and our accounting issues are straightforward. Responsibility for our operations is centralized within management. We rely on the assistance of others to help us with the preparation of our financial information. We recognize that having a person who possesses all of the attributes of an independent audit committee financial expert would be a valuable addition to our Board of Directors. However, we are not, at this time, able to compensate such a person, and therefore, may find it difficult to attract such a candidate.
+
+The Board of Directors has not adopted a policy requiring that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor's independence. Such a policy will be adopted during the first quarter of 2007.
+
+Nominating Committee
+
+The entire Board performs the function of the Nominating Committee. A written nominating charter will be adopted in the first quarter of 2007.
+
+Significant Employees
+
+We have no significant employees.
+
+Family Relationships
+
+None.
+
+Involvement in Certain Legal Proceedings
+
+Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
+
+1. 
+
+any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
+
+2. 
+
+any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
+
+3. 
+
+being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
+
+4. 
+
+being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
+
+25
+
+Table of Contents
+
+EXECUTIVE COMPENSATION
+
+Retirement, Resignation or Termination Plans
+
+We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our Company or as a result of a change in the responsibilities of an executive following a change in control of our Company.
+
+Compensation of Directors
+
+No executives or directors were compensated by the Company for the fiscal years ended August 31, 2009 or 2008, for work performed that is required to be reported. In addition, the Company provided no stock options, warrants, or stock appreciation rights, and there are no employment contracts or incentive pay agreements with any officer or director.
+
+Employment Contracts and Termination of Employment and Change-In-Control Arrangements
+
+None.
+
+Corporate Governance
+
+ 
+
+At a meeting of the Board of Directors on August 19, 2009, Terrence J. Dunne, H. James Magnuson and Thomas S. Smith were appointed as the Audit Committee for the Company. The Company does not have a standing Compensation Committee or Nominating Committee at the present time. We believe that the functions of a Compensation Committee and Nominating Committee can be adequately performed by the board of directors as it currently exists
+
+ 
+
+Additionally, our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate the Company s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of the Company. 
+
+Director Independence
+
+All members of the Board of Directors are independent directors as defined by NASDAQ Marketplace Rules 4200(a)(15) and 4350(d)(2) respectively. 
+
+In determining the matter of independence, neither Messrs Dunne, Dammerall nor Lavigne had any transactions, relationships or arrangements with the Company prior to or after becoming directors of the Company except for becoming shareholders of the Company pursuant their investment participation in the Company s private placements on the same terms as all other investors in that offering. In determining the matter of director independence, the following matrix was utilized.
+
+Director
+
+Company Employee(1)
+
+Compensation from Company (2)
+
+Other
+
+Relationship (3)
+
+Independent
+
+Director
+
+Terrence J. Dunne 
+
+No
+
+No
+
+No
+
+No
+
+Martyn A. Powell 
+
+No
+
+No
+
+No
+
+No
+
+Wayne A. Hohman 
+
+No
+
+No
+
+No
+
+No
+
+Edward C. Wert 
+
+No
+
+No
+
+No
+
+No
+
+(1) a director who is, or at any time during the past three years was, employed by the company or by any parent or subsidiary of the company;
+
+(2) a director who accepted or who has a Family Member who accepted any compensation from the company . . . in excess of $60,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: 
+
+(i)
+
+compensation for board or board committee service;
+
+(ii)
+
+compensation paid to a Family Member who is an employee (other than an executive officer) of the company ; or
+
+(iii)
+
+benefits under a tax-qualified retirement plan, or non-discretionary compensation
+
+(3) Other relationships include:
+
+(i) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company or by any parent or subsidiary of the Company made, or from which the Company received, payments for 
+
+26
+
+Table of Contents
+
+property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than (i) payments arising solely from investments in the company's securities; or(ii) payments under non-discretionary charitable contribution matching programs.
+
+(ii) a director of the Company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity; or
+
+(iii) a director who is, or has a Family Member who is, a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked on the company's audit at any time during any of the past three years.
+
+Conflicts of Interest
+
+Officers and Directors have a fiduciary duty to our shareholders and owe the Company a duty to advance the Company s business interests when the opportunity to do so arises. As a result, Officers and Directors are prohibited from taking personal advantage of certain business opportunities in which the Company may be interested. This so-called corporate opportunity doctrine is complicated and it is not possible to clearly define all of the business opportunities which belong or could be of interest to the Company and what business opportunities may be taken advantage of personally by Officers or Directors. The most common types of situations falling within this corporate opportunity doctrine prohibit Officers and Directors from: (i) personally taking advantage of any business opportunity that typically would be pursued by, or would be of interest to, the Company; (ii) personally taking advantage of any other business opportunity that the Company may want to take advantage of if the opportunity is discovered using Company property, business contacts or information, or that the Officer becomes aware of because he or she works for the Company (or that a Director becomes aware of in his or her capacity as a director of the Company).
+
+Legal Proceedings
+
+No Director, or person nominated to become a Director or Executive Officer, has been involved in any legal action involving the Company during the past five years.
+
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+The following table sets forth information regarding the number and percentage of shares of common stock of the Company held by any person known to the Company to be the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of more than five percent and each director, each of the named executive officers and directors and officers as a group. 
+
+Security Ownership of Certain Beneficial Owners
+
+(a)
+
+Security ownership of certain beneficial owners: 
+
+One person of record, in addition to one officer and director, owns more than 5% of the Company's Common Stock as follows:
+
+Title of Class
+
+Name of Beneficial Owner
+
+Amount and Nature of 
+
+Beneficial Ownership
+
+Percent of Class (1)
+
+Common Stock
+
+Patrick G. Powers
+
+1,670,000 direct
+
+8.60
+
+(1)
+
+Based upon 19,680,412 total common shares outstanding as of April 28, 2010. 
+
+(b)
+
+Security Ownership of Management: 
+
+Title of Class
+
+Name and Address of 
+
+Beneficial Owner
+
+Amount and Nature of Beneficial 
+
+Ownership
+
+Percent of Class (1)
+
+Common Stock
+
+Terrence J. Dunne, 
+
+Spokane, Washington 
+
+ 2,716,667 direct
+
+ 13.99
+
+Common Stock
+
+Wayne A. Hohman,
+
+Spirit Lake, Idaho 
+
+ 646,500 direct
+
+ 3.33
+
+Common Stock
+
+Martyn A. Powell
+
+Mukilteo, Washington 
+
+100,000 direct
+
+0.51
+
+Common Stock
+
+Edward C. Wert,
+
+Spokane, Washington 
+
+ 130,878 direct
+
+0.67
+
+Common Stock
+
+Directors and Executive Officers as a Group
+
+3,594,045
+
+18.50
+
+(1)
+
+Based upon 19,680,412 total common shares outstanding as of April 28, 2010
+
+27
+
+Table of Contents
+
+Changes in Control
+
+There are no arrangements known to the Company, the operation of which may at a subsequent time result in the change of control of the Company.
+
+ 
+
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+ 
+
+Related Transactions
+
+Except for the transactions described below, none of our directors, executive officers or more-than-five-percent shareholders, nor any associate, affiliate, or family member of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, since the start of the fiscal year ending August 31, 2009, which has materially affected or will materially affect us. 
+
+Other than as set forth above, none of our directors, executive officers or more-than-five-percent shareholders, nor any associate, affiliate, or family member of the foregoing, has entered into any agreement with the Company in which any of them is to receive from the Company or provide to the Company anything of value.
+
+ 
+
+TRANSFER AGENT AND REGISTRAR
+
+We utilize the services of Columbia Stock Transfer Company, 601 East Seltice Way, Suite 202, Post Falls, Idaho 83854, as our transfer agent and registrar. 
+
+LEGAL MATTERS 
+
+The validity of our common stock offered by this prospectus has been passed upon by Gregory B. Lipsker, PLLC,, W. 601 Main Ave., Suite 1017, Spokane, WA 99201 by opinion dated April 20, 2010.
+
+ 
+
+EXPERTS
+
+Malone & Bailey, PC, independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Dm-t has presented their report with respect to our audited financial statements. The report of Dm-t is included in reliance upon their authority as experts in accounting and auditing. 
+
+WHERE YOU CAN FIND MORE INFORMATION 
+
+We are subject to the informational requirements of the Exchange Act and, accordingly, file current and periodic reports, proxy statements and other information with the SEC. We have also filed a registration statement on

parsed_sections/prospectus_summary/2010/CIK0000216039_grubb_prospectus_summary.txt

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+This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding whether to invest in the preferred stock or the common stock. For a more complete understanding of our company

parsed_sections/prospectus_summary/2010/CIK0000357264_pacific_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information contained under the heading

parsed_sections/prospectus_summary/2010/CIK0000702513_bank-of_prospectus_summary.txt

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+PROSPECTUS SUMMARY This summary highlights some information contained elsewhere or incorporated by reference in this prospectus and it may not contain all of the information that is important to you in making an investment decision. To understand the terms of the common stock offered by this prospectus, you should read this prospectus as well as the information to which we refer you and the information incorporated by reference in this prospectus. You should carefully read the section titled RISK FACTORS in this prospectus to determine whether an investment in our common stock is appropriate for you. About Bank of Commerce Holdings Bank of Commerce Holdings is a corporation organized under the laws of California and a financial holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as a holding company for Redding Bank of Commerce, which operates under two separate names (Redding Bank of Commercetm and Roseville Bank of Commercetm) and for Bank of Commerce Mortgagetm, our majority-owned mortgage brokerage subsidiary. We also have two unconsolidated subsidiaries, Bank of Commerce Holdings Trust and Bank of Commerce Holdings Trust II, which were organized in connection with our prior issuances of trust preferred securities. Our common stock is traded on the NASDAQ Global Market under the symbol BOCH. The Bank commenced banking operations in 1982 and currently operates four full service facilities in two diverse markets in Northern California. We are proud of the Bank s reputation as one of Northern California s premier banks for business. During 2007, we re-branded the Bank as Bank of Commerce Bank of Choicetm reflecting a renewed commitment to making the Bank the choice for local businesses with a fresh focus on family and personal finances. We provide a wide range of financial services and products for business and consumer banking. The services offered by the Bank include those traditionally offered by banks of similar size in California, such as free checking, interest-bearing checking and savings accounts, money market deposit accounts, sweep arrangements, commercial, construction and term loans, travelers checks, safe deposit boxes, collection services and electronic banking activities. The Bank is an affiliate of LPL Financial and offers wealth management services through that affiliation. In order to enhance our noninterest income, in May 2009 we acquired 51.0% of the capital stock of Simonich Corporation, a successful state of the art mortgage broker of residential real estate loans headquartered in San Ramon, California, with ten offices in three different states and licenses in California, Oregon, Washington, Idaho and Colorado. The business was formed in 1993 and funds over $1.0 billion of first mortgages annually. The acquisition allows us to penetrate into the mortgage brokerage services market at our current Bank locations and to share in the income on mortgage transactions nationwide. On July 1, 2009 we changed the mortgage company s name to Bank of Commerce Mortgagetm in order to enhance our name recognition throughout Northern California. The services offered by Bank of Commerce Mortgagetm include brokerage mortgages for single and multi-family residential new financing, refinancing and equity lines of credit which are then sold, servicing included, on the secondary market or to correspondent relationships. Our principal executive offices are located at 1951 Churn Creek Road, Redding, California and the telephone number is (530) 722-3939. 2009 Results and Balance Sheet Composition Due to conservative loan underwriting, active servicing of problem credits and maintenance of a healthy net interest margin, we have remained profitable during the recent economic downturn and positioned the company to take advantage of growth opportunities in the coming years. During 2009 we recorded net income of $6.0 million, and net income to common shareholders of $5.1 million, or $0.58 per diluted share, after deducting preferred dividend payments made to the Treasury and accretion of preferred shares under the TARP Capital Purchase Program. This was an increase from $2.2 million of net income, or $0.25 per share, reported in 2008. As of December 31, 2009, we had total assets of $813.4 million, total loans of $601.4 million, an allowance for loan and lease losses of $11.2 million, or 1.86% of total loans, deposits outstanding of $640.5 million and shareholders equity of $68.8 million. Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act ), and Section 21E of the Securities Exchange Act of 1934, as amended, (the Exchange Act ), which are intended to be covered by the safe harbors created thereby. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as may, could, should, will, would, believe, anticipate, estimate, expect, intend, plan, or words or phrases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements. The following factors, among others, could cause our actual results to differ materially from those expressed in such forward-looking statements: The strength of the United States economy in general and the strength of the local economies in which we conduct operations, the duration of current financial and economic volatility and decline and actions taken by the United States Congress and governmental agencies, including the United States Department of the Treasury (the Treasury ), to deal with challenges to the United States financial system; The effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, or the Federal Reserve Board; Inflation, interest rate, market and monetary fluctuations, the risks presented by a continued economic recession, which could adversely affect credit quality, collateral values, investment values and liquidity; Changes in the financial performance and/or condition of our borrowers; Changes in consumer spending, borrowing and savings habits; Changes in the level of our nonperforming assets and charge-offs; Oversupply of inventory and continued deterioration in values of real estate in California and the United States generally, both residential and commercial; Changes in securities markets, public debt markets and other capital markets; Possible other-than-temporary impairments of securities held by us; The timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; The willingness of customers to substitute competitors products and services for our products and services; The impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies; Technological changes could expose us to new risks, including potential systems failures or fraud; The timing and effect of acquisitions we may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions; Possible impairment of goodwill that has been recorded in connection with acquisitions which may have a material adverse impact on our earnings; Table of Contents During the past two years, we have restructured our loan portfolio, in order to reduce our concentration in commercial real estate loans, especially construction and land development loans, and maintained our strengths in commercial and financial loans. In addition, in April 2009, we entered into a loan sale and purchase agreement with a third party whereby we purchased an $80.7 million pool of first mortgage loans made to legal United States residents who do not have a social security number ( ITIN loans ). These were seasoned, performing loans carrying an average balance of $86,000 and a yield of 7.44%. Net portfolio loans increased $71.1 million or 13.7%, to $590.0 million at December 31, 2009 over $518.9 million at December 31, 2008. The increase is primarily due to the purchase of the ITIN loan pool and increased activities in commercial real estate categories. Residential mortgage loans increased $78.5 million and commercial real estate increased $42.1 million. Other real estate reflects an increased investment in home equity lines of credit. The portfolio mix reflected a substantial increase in real estate mortgage loans to 16.42% of the portfolio in 2009 as compared to 3.85% of the portfolio in 2008. The other material changes are reflected in the decrease in the commercial and financial, and real estate construction portfolios; commercial and financial loans represent 22.13% of total loans as compared to 31.11% in 2008 while real estate construction loans reflect 9.90% of total loans versus 15.97% at year-end 2008. As of December 31, 2009 and 2008, our loan portfolio consisted of the following types of loans: December 31, 2009 December 31, 2008 Percentage of Percentage of Loan Type Dollar Amount Total Loans Dollar Amount Total Loans (In thousands) (In thousands) Commercial and financial loans $ 133,080 22.13 % $ 164,083 31.11 % Real estate construction loans 59,524 9.90 84,218 15.97 Real estate commercial (investor) 197,022 32.76 147,868 28.03 Real estate commercial (owner occupied) 63,001 10.48 70,046 13.28 Real estate ITIN loans 78,250 13.01 0.00 Real estate other mortgage 20,526 3.41 20,285 3.85 Real estate other 45,601 7.58 39,915 7.57 Installment 2,223 0.37 145 0.02 Other loans 2,212 0.36 903 0.17 Total loans $ 601,439 100.00 % $ 527,463 100.00 % During 2009, we increased our emphasis on gathering core deposits within our markets through the opening of our Buenaventura branch in Redding, the promotion of a new savings product and the adoption of an incentive compensation plan for our employees for obtaining non-CD deposit accounts. As an operating tool to manage the Bank s net interest income, although not customary in the industry, our management calculates core deposits without regard to any certificates of deposit, regardless of point of origination, size or maturity. As of December 31, 2009 and 2008 our deposits consisted of the following: December 31, 2009 December 31, 2008 Percentage of Percentage of Deposit Type Dollar Amount Total Deposits Dollar Amount Total Deposits (In thousands) (In thousands) Demand noninterest bearing $ 69,448 10.84 % $ 79,988 14.40 % Demand interest bearing 163,813 25.58 143,871 25.91 Savings 65,414 10.21 67,136 12.09 Certificates of Deposit 341,789 53.37 264,287 47.60 Total deposits $ 640,464 100.00 % $ 555,282 100.00 % Our base of core deposits has been a driver of our net interest margin and profitability throughout our recent history. Among our deposits, our brokered deposits totaled $86.7 million at December 31, 2009. Included in the brokered deposit figure is our internet-based deposit gathering program. The program has been extremely successful in both the level of deposits and pricing. We have subscribed to National CD Rate line Table of Contents Bank of Commerce Holdings Churn Creek Road Placer Street Buenaventura Boulevard Eureka Road Table of Contents The effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission (the SEC ), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; The impact of current governmental efforts to restructure the United States financial regulatory system, including changes in the scope and cost of FDIC insurance and other coverages and changes in the Treasury s Capital Purchase Program; Ability to attract deposits and other sources of liquidity at acceptable costs; Changes in the competitive environment among financial and bank holding companies and other financial service providers; The loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels; Geopolitical conditions, including acts or threats of war or terrorism, actions taken by the United States or other governments in response to acts or threats of war or terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; Unanticipated regulatory or judicial proceedings; and Our ability to manage the risks involved in the foregoing. If our assumptions regarding one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this prospectus and in the information incorporated by reference in this prospectus. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. Forward-looking statements should not be viewed as predictions, and should not be the primary basis upon which investors evaluate us. Any investor in our common stock should consider all risks and uncertainties set forth under RISK FACTORS and disclosed in our filings with the SEC described below under the heading WHERE YOU CAN FIND MORE INFORMATION, all of which is accessible on the SEC s website at www.sec.gov. ABOUT THIS PROSPECTUS You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized any person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates. In this prospectus, Bank of Commerce Holdings, the Company, we, our, ours, and us refer to Bank of Commerce Holdings, which is a financial holding company headquartered in Redding, California, and its subsidiaries on a consolidated basis, unless the context otherwise requires. References to the Bank mean Redding Bank of Commerce, which is a California-chartered commercial bank and our wholly-owned banking subsidiary. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC s Public Reference Room at 100 F Street, N.E., Table of Contents and Community Bank Funding Company s electronic transaction network ( eTN ) for approximately 15 months. The deposits gathered under the National CD Rate line program are not considered brokered. We pay an annual subscription fee to post our rates to the company s website. Institutional investors such as credit unions, banks, insurance companies, and other financial institutions review our rates and contact us directly to confirm our rates and submit the proper documentation to establish a time deposit. As of December 31, 2009, we had approximately $50.0 million in National CD Rate line time deposits; with rates between 50 to 100 basis points below our local markets. The individual time deposits generally range from $99,000 to $250,000. The eTN subscription program through Community Bank Funding Company ( CBFC ) is somewhat different than the National CD Rate line program. As with National CD Rate line, institutional investors subscribe to CBFC program to view our rates and the posted rates of other banks. However, CBFC does not charge a subscription fee to post or view the interest rates but instead charges a fee of 6 to 20 basis points from each investor s time deposit as the cost of doing business. Accordingly, we report these deposits as brokered . As of December 31, 2009, we had approximately $12.0 million in CBFC time deposits; with rates between 50 to 100 basis points below our local markets. The individual time deposits generally range from $99,000 to $250,000. Our net interest margin increased to 3.94% in 2009 from 3.47% in 2008, due in part to the reduction of our cost of funds to 1.87% resulting from our core deposit strategy, CD programs and the favorable re-pricing of certain borrowings. Net interest income increased $7.7 million to $29.0 million in 2009 compared to $21.3 million in 2008 and $22.0 million in 2007, representing a 35.82% increase in 2009 over 2008, and a 3.02% decrease in 2008 over 2007. The average balance of total earning assets increased to $735.2 million in 2009 compared to $615.0 million in 2008, which reflects a 19.55% increase. $68.2 million of the increase in average total earning assets is attributable to the purchase of the ITIN loan pool. The ITIN loan pool contributed $3.8 million of net interest income in 2009. Business Strategy We continuously search for both organic and external expansion opportunities, through internal growth, strategic alliances, acquisitions, establishing a new office or the delivery of new products and services. Systematically, we will reevaluate the short and long-term profitability of all of our lines of business, and will not hesitate to reduce or eliminate unprofitable locations or lines of business. We remain a viable, independent bank committed to enhancing shareholder value. This commitment has been fostered by proactive management and dedication to our staff, customers, and the markets we serve. Our vision is to embrace changes in the industry and develop profitable business strategies that allow us to maintain our customer relationships and build new ones. Our competitors are no longer just banks; we must compete with a myriad of other financial entities that compete for our core business. The flexibility provided by our status as a financial holding company has become increasingly important. We have developed strategic plans that evaluate additional financial services and products that can be delivered to our customers efficiently and profitably. Producing quality returns is, as always, a top priority. Our governance structure enables us to manage all major aspects of our business effectively through an integrated process that includes financial, strategic, risk and leadership planning. Our management processes, structures and policies and procedures help to ensure compliance with laws and regulations and provide clear lines for decision-making and accountability. Results are important, but we are equally concerned with how we achieve those results. Our core values and commitment to high ethical standards is material to sustaining public trust and confidence in our Company. Our primary business strategy is to provide comprehensive banking and related services to small and mid-sized businesses, not-for-profit organizations, and professional service providers as well as banking services for consumers, primarily business owners and their key employees. We emphasize the diversity of our product lines and high levels of personal service and, through our technology, offer convenient access typically associated with larger financial institutions, while maintaining the local decision-making authority and market Table of Contents Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the SEC s website is www.sec.gov. Such reports and other information concerning us also can be retrieved by accessing our website at www.bankofcommerceholdings.com or www.reddingbankofcommerce.com. Information on our websites is not part of this prospectus. This prospectus, which is a part of a registration statement on Form S-1 that we have filed with the SEC under the Securities Act, omits certain information set forth in the registration statement. Accordingly, for further information, you should refer to the registration statement and its exhibits on file with the SEC. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to the copy of such document filed as an exhibit to the registration statement. The SEC allows us to incorporate by reference information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below, except to the extent that any information contained in such filings are deemed furnished in accordance with SEC rules: Our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 5, 2010; Our Current Reports on Form 8-K filed with the SEC on February 9, 2010 (as amended by our Form 8-K/A filed on February 18, 2010), February 11, 2010, and March 5, 2010. Upon request, we will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement, but not delivered with the prospectus. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the following address and telephone number: Bank of Commerce Holdings 1951 Churn Creek Road Redding, California 96002 Attention: Samuel D. Jimenez, Chief Financial Officer Telephone: (530) 722-3952 Table of Contents knowledge, typical of a local community bank. Management intends to pursue our business strategy through the following initiatives: Utilize the Strength of Our Management Team. The experience, depth and knowledge of our management team represent one of our greatest strengths and competitive advantages. Our Senior Leadership Committee establishes short and long-term strategies, operating plans and performance measures and reviews our performance to plan on a monthly basis. Our Credit Round Table Committee recommends corporate credit practices and limits, including industry concentration limits and approval requirements and exceptions. Our Technology Steering Committee establishes technological strategies, makes technology investment decisions, and manages the implementation process. Our ALCO Round Table Committee establishes and monitors liquidity ranges, pricing, maturities, investment goals, and interest spread on balance sheet accounts. Our SOX 404 Compliance Team has established the master plan for full documentation of the Company s internal controls and compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Leverage Our Existing Foundation for Additional Growth. Based on our management s depth of experience and certain infrastructure investments, we believe that we will be able to take advantage of certain economies of scale typically enjoyed by larger organizations to expand our operations both organically and through strategic cost-effective avenues. We believe that there will be significant opportunities to acquire failing institutions or their assets through loss sharing agreements with the FDIC, buy branches from struggling banks in our market areas looking to raise capital, and acquire entire franchises for little to no premium. We also believe that the investments we have made in our data processing, staff and branch network will be able to support a much larger asset base. We are committed, however, to control any additional growth in a manner designed to minimize risk and to maintain strong capital ratios. We believe that the net proceeds raised in this offering will assist us in implementing our growth strategies by providing the capital necessary to support future asset growth, both organically and through strategic acquisitions. Maintain Local Decision-Making and Accountability. We believe we have a competitive advantage over larger national and regional financial institutions by providing superior customer service with experienced, knowledgeable management, localized decision-making capabilities and prompt credit decisions. We believe that our customers want to deal directly with the people who make the ultimate credit decisions and have provided our Bank managers and loan officers with the authority commensurate with their experience and history which we believe strikes the right balance between local decision-making and sound banking practice. Focus on Asset Quality and Strong Underwriting. We consider asset quality to be of primary importance and have taken measures to ensure that, despite the turbulent economy and growth in our loan portfolio, we consistently maintain strong asset quality. As part of our efforts, we utilize a third party loan review service to evaluate our loan portfolio on a quarterly basis and recommend action on certain loans if deemed appropriate. As of December 31, 2009, we had $15.6 million in nonperforming assets, including other real estate owned of $2.9 million, which as a percentage of total assets was 2.27%. We also seek to maintain a prudent allowance for loan losses, which at December 31, 2009 was $11.2 million, representing 1.86% of our loan portfolio. Build a Stable Core Deposit Base. We will continue to grow a stable core deposit base of business and retail customers. In the event that our asset growth outpaces these local core deposit funding sources, we will continue to utilize Federal Home Loan Bank borrowings and raise deposits in the national market using deposit intermediaries. We intend to continue our practice of developing a full deposit relationship with each of our loan customers, their business partners, and key employees. We will continue to use hot spot consumer depositories with state of the art technologies in highly convenient locations to enhance our core deposit base. Table of Contents Risk Factors An investment in our common stock involves certain risks. You should consider carefully the risks described under RISK FACTORS beginning on page 8 of this prospectus, as well as other information included in or incorporated by reference into this prospectus, including our consolidated financial statements and notes thereto, before making an investment decision. The Offering The following summary of the offering contains basic information about this offering and our common stock and is not intended to be a complete discussion of the offering or the common stock. For a more complete understanding of the common stock, please refer to the section of this prospectus entitled DESCRIPTION OF CAPITAL STOCK. Issuer Bank of Commerce Holdings, a California corporation Common stock we are offering 6,000,000 shares of common stock, no par value Common stock outstanding after this offering 14,711,495 shares of common stock (1)(2) Over-allotment option We have granted the underwriters an option to purchase up to an additional 900,000 shares of common stock within 30 days of the date of this prospectus in order to cover over-allotments, if any. Use of proceeds We intend to use the net proceeds from this offering to enhance our ability to support internal organic growth, to maintain prudent and required regulatory capital levels, and for general corporate purposes which may include pursuing acquisitions of deposits, loans, whole banks or branches through both negotiated and FDIC-assisted transactions, and to position us for the eventual redemption of our Series A Preferred Stock issued to the Treasury under the TARP Capital Purchase Program. Market and trading symbol for our common stock Our common stock is listed and traded on the NASDAQ Global Market under the symbol BOCH. (1) The number of shares of common stock outstanding immediately after the closing of this offering is based on 8,711,495 shares of common stock outstanding as of March 11, 2010. (2) Unless otherwise indicated, the number of shares of common stock presented in this prospectus excludes shares issuable pursuant to the exercise of the underwriters over-allotment option, 282,080 shares of common stock issuable pursuant to outstanding options under our stock option plan and 405,405 shares of common stock issuable pursuant to outstanding warrants issued to the Treasury as part of the TARP Capital Purchase Program. Table of Contents SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION The selected consolidated financial data set forth below for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 have been derived from the Company s audited consolidated financial statements. Historical results are not necessarily indicative of future results. You should read the following

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+S-1/A 1 ds1a.htm AMENDMENT NO. 2 TO FORM S-1 - FOLLOW -ON OFFERING REGISTRATION STATEMENT Amendment No. 2 to Form S-1 - Follow -On Offering Registration Statement Table of Contents As filed with the Securities and Exchange Commission on November 24, 2010 Registration No. 333-169845 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PALMETTO BANCSHARES, INC. (Exact name of registrant as specified in its charter) South Carolina 6022 74-2235055 (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 306 East North Street Greenville, South Carolina 29601 (800) 725-2265 (Address, including zip code, and telephone number, including area code, of principal executive offices) Samuel L. Erwin Chief Executive Officer 306 East North Street Greenville, South Carolina 29601 (336) 526-6300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including copies of all communications sent to agent for service, should be sent to: Neil E. Grayson John M. Jennings Nelson Mullins Riley & Scarborough LLP 104 South Main Street, Suite 900 Greenville, South Carolina 29601 (864) 250-2235 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 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, 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 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.01 par value per share 3,846,153 $2.60 $9,999,997.80 $713.00 (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o). (2) Previously paid. 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 the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page Cautionary Note Regarding Forward-Looking Statements ii About This Prospectus iv Summary 1

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+PROSPECTUS SUMMARY This summary highlights important information about our Company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire Prospectus and the financial statements and related notes included in this Prospectus carefully, including the Risk Factors section. Unless the context requires otherwise, WE, US, OUR, and the COMPANY and similar terms collectively refer to SpectraScience, Inc. and its wholly owned subsidiary Luma Imaging Corporation. The Company SpectraScience, Inc. ( SpectraScience ) is an early revenue stage medical device company focused on developing and marketing devices for the non-invasive detection of cancerous and pre-cancerous tissue. The Company has developed and received FDA approval to market a proprietary, minimally invasive technology that optically illuminates tissue in real-time to distinguish between normal, pre-cancerous or cancerous cells without the need to remove the subject tissue from the body. The WavSTAT Optical Biopsy System ( WavSTAT ) operates by using cool, safe ultraviolet laser light to optically illuminate and analyze tissue, enabling the physician to make an instant diagnosis during endoscopy when screening for cancers and, if warranted, to begin immediate treatment during the same procedure. The WavSTAT is FDA approved for colon cancer detection. In 2007, the Company acquired all of the issued and outstanding capital stock of Luma Imaging Corporation ( LUMA ) and now operates LUMA as a wholly owned subsidiary of the Company. LUMA had acquired its assets from a predecessor company, MediSpectra, Inc., that had developed, and received FDA approval for, a non-invasive diagnostic imaging system that can detect cervical cancer precursors and which utilizes an underlying technology that is similar to that of the WavSTAT System. The addition of the LUMA technology to the Company s existing technology provides the Company with a broad suite of fluorescence-based intellectual property and know-how. The LUMA Cervical Imaging System received FDA approval in March 2006. Corporate Information SpectraScience was incorporated in the state of Minnesota on May 4, 1983 as GV Medical, Inc. ( GV Medical ). The Company subsequently changed its name to SpectraScience, Inc. and does business solely under that name. Our principal executive offices are located at 11568 Sorrento Valley Road, Suite 11, San Diego, California 92121. Our telephone number is (858) 847-0200. Our website can be accessed at www.spectrascience.com. Information on our website is not a part of this Prospectus. SUBJECT TO COMPLETION, DATED AUGUST 26, 2010. The information in this Prospectus is not complete and may be changed. These securities may not be sold nor may any offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS SPECTRASCIENCE, INC. 25,225,849 Shares of Common Stock This Prospectus relates to the sale of up to 25,225,849 shares of SpectraScience, Inc. common stock, par value $0.01 per share, the ( Common Stock ), which include: 15,766,155 shares of Common Stock underlying a like number of shares of Series C Convertible Preferred Stock; 7,883,078 shares of Common Stock underlying Common Stock purchase warrants at an exercise price of $0.30 per share; and 1,576,616 shares of Common Stock underlying Common Stock purchase warrants at an exercise price of $0.35 per share; These securities will be offered for sale by the selling shareholders identified in this prospectus (the Selling Shareholders ) in accordance with the methods and terms described in the section of this prospectus titles Plan of Distribution . We will not receive any of the proceeds from the sale of the shares. However, we may receive up to $2,916,739 upon the exercise of the warrants. If some or all of the warrants are exercised for cash, the money we receive will be used for general corporate purposes. We will pay all expenses incurred in connection with the offering described in this prospectus, with the exception of the brokerage expenses, fees, discounts and commissions which will all be paid by the Selling Shareholders. Our Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934 and quoted on the Over-The-Counter Bulletin Board ( OTCBB ) under the symbol SCIE.OB On August 19, 2010, the last reported sale price for our Common Stock as reported on the OTC BB was $0.21 per share.

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+This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all of the information that you need to consider in making your investment decision. Before making an investment decision, we urge you to read the entire prospectus carefully, including the information to which we refer you and the information incorporated by reference herein. You should pay special attention to the Risk Factors section in this prospectus and Risk Factors in our 2009 Form 10-K to determine whether an investment in our common stock is appropriate for you. Cadence Financial Corporation Cadence Financial Corporation (the Company ) is a bank holding company with $1.9 billion in assets as of March 31, 2010, organized under the laws of the State of Mississippi in 1984. Its assets consist primarily of its investment in Cadence Bank, N.A. (the Bank ), a national banking corporation with over 125 years of operating history dating back to 1885, and its primary activities are conducted through the Bank. We are engaged in the general banking business and activities closely related to banking, as permitted by the banking laws and regulations of the United States. We provide a competitive set of financial services that includes commercial and consumer banking, trust and investment management, mortgage loan products and retail investment sales. Our client base is diverse and consists of business, agricultural, governmental, and educational entities as well as individual consumer clients in the states of Alabama, Florida, Georgia, Mississippi and Tennessee. Market Areas Our banking franchise consists of 38 banking offices across five states. Specifically, we operate in eastern Mississippi; Brentwood and Franklin, Tennessee; Memphis, Tennessee; Tuscaloosa and Birmingham/Hoover, Alabama; Sarasota/Bradenton, Florida; and Blairsville and Blue Ridge, Georgia. According to the most recent FDIC report, as of June 30, 2009, we had deposit market shares of 50%, 23% and 26%, respectively, in Oktibbeha County, Mississippi, where our headquarters are located, and in the neighboring Clay and Lowndes Counties. Mississippi. We are the largest commercial bank domiciled in the eastern, Golden Triangle, area of Mississippi. The Golden Triangle includes the third largest airport in Mississippi, Mississippi State University the state s largest university, Columbus Air Force Base, Severstal Columbus one of the largest steel mills in the United States, several other large government contractors, and several large industrial and research facilities. We have a total of 19 banking facilities that serve the communities of six Mississippi counties within a 65 mile radius of our main office in Starkville. Tennessee. We have five banking facilities in the Memphis, Tennessee area, and two banking facilities in the Brentwood and Franklin, Tennessee areas near Nashville. Alabama. We serve the Tuscaloosa and Birmingham/Hoover, Alabama areas with seven banking facilities. Florida. We serve the Sarasota/Bradenton, Florida area with three banking facilities. Georgia. We serve the Blairsville and Blue Ridge, Georgia areas with two banking facilities. Table of Contents THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JUNE 1, 2010 PRELIMINARY PROSPECTUS $80,000,000 of Common Stock 45,714,286 Shares of Common Stock We are offering $80,000,000 of our common stock, par value $1.00 per share. The actual number of shares that we will offer will be determined based on the public offering price per share. Our common stock is quoted on The NASDAQ Global Select Market under the symbol CADE. On May 27, 2010, the last reported sale price of our common stock was $1.75 per share. Assuming an offering price of $1.75 per share, we are offering 45,714,286 shares of our common stock. The shares of common stock are not savings accounts, deposits or other obligations of our bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investing in our common stock involves significant risks. See Risk Factors beginning on page 12 of this prospectus to read about factors you should consider before buying our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price Underwriting discounts and commissions Proceeds to Cadence Financial Corporation (before expenses) The underwriters also may purchase up to an additional 6,857,143 shares of our common stock within 30 days of the date of this prospectus to cover over-allotments, if any. The underwriters expect to deliver the common stock in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about June 30, 2010. Keefe, Bruyette & Woods FBR Capital Markets Sterne Agee Preliminary prospectus dated June 1, 2010. Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or any free writing prospectus prepared by or on behalf of us. We have not, and the underwriters have not, authorized any other person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus and incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since such dates. This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or jurisdiction where it would not be lawful or where the person making the offer is not qualified to do so. As used in this prospectus, the terms we, us, and our mean Cadence Financial Corporation and its subsidiaries (including Cadence Bank, N.A.) and predecessors, unless the context indicates otherwise. Table of Contents The following table reflects, as of March 31, 2010, the distribution of total assets, loans, deposits and branches in the states in which we conduct our business: State Assets Loans Deposits Branches Alabama 11 % 19 % 12 % 18 % Florida 8 13 10 8 Georgia 2 2 2 5 Mississippi 55 29 56 50 Tennessee 24 37 20 19 100 % 100 % 100 % 100 % Although we operate in several distinct markets, we employ a community banking model that uses centralized supervision and operational support, as we believe it adds consistency to our operations. We strive to provide high quality service to clients in our communities to establish profitable long-term banking relationships. We focus not only on operating our bank efficiently, but also on being an active participant in the communities we serve. During the current recession, we have undertaken strategic initiatives to improve our credit underwriting and monitoring so that we can continue to serve our clients effectively. Business Strategy We believe that upon the successful completion of this offering, we will be able to take advantage of key opportunities that exist in our markets that we have been unable to take advantage of due to a lack of capital. Specifically, we believe we have the following opportunities to increase our net interest margin and strengthen our franchise: Exceed Regulatory Capital Requirement by Creating a Strong Balance Sheet. With the consummation of this offering, and the contribution of a significant portion of the capital to the Bank, the Bank expects to exceed the capital ratios imposed by the OCC (hereinafter defined). Please see Recent Developments below. Reinvest Excess Liquidity and Leverage Capital. During 2009 and 2010, we intentionally accumulated excess liquidity in anticipation of an adverse public response to the announcement of our first quarter 2009 loss and other subsequent negative news related to regulatory actions. We believe the capital from this offering will allow us to invest our excess liquidity in higher income-earning assets, which we believe will improve our income as well as our net interest margin. Execute Cost Cutting Plan and Attain Efficiencies. During the first quarter of 2010, we conducted an operations review that focused on improving our efficiency and profitability across our five-state franchise. We identified changes to reduce our costs in our delivery of customer services by increasing the use of electronic banking, eliminating redundant positions in certain departments and improving our processes. As a result, we expect to reduce ongoing expenses by approximately $730,000 per quarter once the changes are fully implemented in the second half of 2010. Additionally, we continue to review other areas of our operations in an effort to further improve our efficiency, which may result in additional cost savings in the future. Optimize Loan Mix. Due to the current economic cycle and its effect on the Bank, we have not been actively seeking new banking relationships. We intend to modify this policy following this offering by pursuing and establishing new client relationships, although we will continue our moratorium on residential construction and development lending that we have had in place since mid-2008. We believe this change in strategy will allow us to grow our portfolio of assets, as well as diversify our loan mix and client base. We believe there are opportunities to originate loans with prudent underwriting guidelines throughout our markets, focusing on commercial and industrial lending and Table of Contents Table of Contents WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission which we refer to as the SEC. You may read and copy any document we file at the SEC s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the SEC s website is www.sec.gov. Such reports and other information concerning the Company also can be retrieved by accessing our website at www.cadencebanking.com. Information on our website is not part of this prospectus. This prospectus, which is a part of a registration statement on Form S-1 that we have filed with the SEC under the Securities Act of 1933, as amended (the Securities Act ), omits certain information set forth in the registration statement. Accordingly, for further information, you should refer to the registration statement and its exhibits on file with the SEC. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to the copy of such document filed as an exhibit to the registration statement. The SEC allows us to incorporate by reference information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below, except to the extent that any information contained in such filings is deemed furnished in accordance with SEC rules: Our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 29, 2010; Our definitive proxy statement on Schedule 14A, filed with the SEC on April 16, 2010; Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 12, 2010; and Our Current Reports on Form 8-K filed with the SEC on January 7, 2010, January 28, 2010, April 26, 2010, May 19, 2010 and May 25, 2010. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded. Upon request, we will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement, but not delivered with the prospectus. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the following address: Cadence Financial Corporation 301 East Main Street P.O. Box 1187 Starkville, Mississippi 39759 (662) 323-1341 Attn: Investor Relations The information on our website is not part of this prospectus. Table of Contents 1-4 family first lien mortgages, as well as selective commercial real estate and farm loans, while simultaneously reducing our exposure to construction and development loans. Further Develop Our Core Deposit Franchise. We believe that our current footprint offers an opportunity for continued core deposit growth. We intend to leverage the market disruption created by the current recession to further strengthen our core deposit market share in each of our regions of operation. We plan to maintain our deposit share in the markets where we are leaders and grow our core deposits in the remainder of our markets using the strategies with which we have achieved success throughout our over 125-year operating history. Compliance with OCC Consent Order. We believe the rigorous compliance efforts that we have undertaken to comply with the earlier formal agreement we entered into with the OCC last year and the more recent consent order, as described more fully under Summary Recent Developments below, coupled with our strategic initiatives and attractive franchise, will better position us to emerge from the current economic crisis as a stronger financial institution. Loan Portfolio The size and overall quality of our loan portfolio has declined during the recent economic downturn as we have focused on managing our problem assets and preserving capital. Our outstanding loans decreased by approximately 22% since December 31, 2007 to $1.04 billion as of March 31, 2010, primarily as a result of our efforts to reduce the size of our real estate loan portfolio. As of March 31, 2010, construction and development ( C&D ) loans totaled approximately $156 million, or approximately 15% of total loans. Since December 31, 2007, the C&D loan portfolio has declined approximately $275 million, or 64%, with reductions occurring in all of our market areas. In particular, our Memphis market has seen a significant decline of 78% in this category since December 31, 2007, and we have reduced our exposure to speculative residential and land development loans to less than $4 million in this region. The table set forth below provides detail regarding the geographic distribution of our C&D loans as of December 31, 2007 and March 31, 2010. (in millions) December 31, 2007 March 31, 2010 Percent Change Memphis $ 135 $ 30 (78 )% Middle Tennessee 112 37 (66 ) Birmingham 49 14 (71 ) Florida 48 28 (42 ) Mississippi 45 27 (42 ) Tuscaloosa 23 10 (55 ) Georgia 19 10 (47 ) Total $ 431 $ 156 (64 ) The following table sets forth the composition of our C&D portfolio based on underlying collateral type as of March 31, 2010. (in millions) March 31, 2010 Commercial Construction $ 25 Residential Construction 20 Residential Land Development 13 Commercial Land Development 16 Raw Land & Other 39 Residential Lots to Builders 17 Commercial Lots 19 Residential Lots to Individuals 7 Total $ 156 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements included in this prospectus or in the documents incorporated by reference in this prospectus, other than statements of historical fact, are forward-looking statements (as such term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, and the regulations thereunder), which are intended to be covered by the safe harbors created thereby. Forward-looking statements include, but are not limited to: certain statements contained in Risk Factors in this prospectus and our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q; certain statements contained in Business in our most recent Annual Report on Form 10-K; certain statements contained in Management s Discussion and Analysis of Financial Condition and Results of Operations and notes to our financial statements in our most recent Annual Report on Form 10-K and Quarterly Report on Form l0-Q; and certain statements as to trends or events, or our management s beliefs, expectations, objectives, plans, goals, intentions, estimates, projections and opinions. The words anticipate, believe, estimate, expect, intend, may, plan, will, would, could, should, guidance, potential, continue, project, forecast, confident, and similar expressions are typically used to identify forward-looking statements. These statements are based on assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties and may be affected by various factors that may cause actual results, developments and business decisions to differ materially from those in the forward-looking statements. Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements include the risk factors discussed under the heading Risk Factors in this prospectus and our Annual Report on Form 10-K for the year ended December 31, 2009 and the following: changes in interest rates and market prices that could affect the net interest margin, asset valuation, and expense levels; changes in local economic and business conditions that could adversely affect customers and their ability to repay borrowings under agreed upon terms, adversely affect the value of the underlying collateral related to their borrowings, and reduce demand for loans; increased competition for deposits and loans which could affect compositions, rates and terms; changes in the levels of prepayments received on loans and investment securities that adversely affect the yield and value of the earning assets; a deviation in actual experience from the underlying assumptions used to determine and establish our allowance for loan losses, which could result in greater than expected loan losses; changes in the availability of funds resulting from reduced liquidity or increased costs; the ability to acquire, operate, and maintain effective and efficient operating systems; increased asset levels and changes in the composition of assets that would impact capital levels and regulatory capital ratios; loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels; Table of Contents As of March 31, 2010, commercial real estate loans comprised approximately 44% of total loans. Of our commercial real estate loan portfolio, approximately 53% was owner-occupied. The table set forth below provides detail regarding the geographic distribution and underlying collateral for our non-owner occupied commercial real estate loans, as of March 31, 2010. (in millions) Tuscaloosa Birmingham Mississippi Middle Tennessee Memphis Georgia Florida Total Hotels $ $ $ 1.4 $ $ 45.1 $ 1.3 $ $ 47.8 Office Building 1.9 3.0 6.3 11.6 2.0 2.6 14.6 42.0 Multifamily 20.9 7.0 7.9 2.8 0.2 38.8 Warehouses 1.6 2.6 5.0 9.5 18.7 Other Retail 0.1 9.2 2.1 0.7 2.8 14.9 Shopping Center 1.7 1.6 0.5 1.4 9.4 14.6 Other Commercial 2.6 3.8 1.3 3.1 0.4 2.1 13.3 Other 0.5 1.0 2.3 1.7 2.6 0.3 1.2 9.6 Mobile Home Parks 0.3 0.1 8.8 9.2 Restaurants 0.9 0.5 3.1 0.2 0.9 5.6 Industrial Prop 0.1 0.2 2.5 2.8 Total $ 28.9 $ 17.5 $ 30.1 $ 26.3 $ 57.7 $ 4.8 $ 52 $ 217.3 Asset Quality Like many financial institutions, our operations have been negatively impacted by the recent economic downturn, especially the ongoing weakness in the residential sector, resulting in our carrying an elevated level of non-performing assets. However, we have begun to see some stability and improvement in most of our markets. Total non-performing loans were $69.8 million, or 6.7% of total loans, in the first quarter of 2010 compared with $70.2 million, or 6.4% of total loans, in the fourth quarter of 2009. The aggregate level of both non-performing loans and classified assets was down slightly from the fourth quarter of 2009. This was the first quarter in over two years that we experienced a decline in classified assets, and we believe this highlights the progress we have made in stabilizing our loan portfolio and the improving health of the economy in our markets. In addition, we remain very proactive in managing our non-performing assets and aggressively recognizing losses. Since the beginning of 2008 through the first quarter of 2010, we have recognized net charge-offs of $82.1 million or 6.73% of average loans during this period. At the same time, we have built our level of reserves to total loans to 4.05% through increased provisioning. We believe our willingness to aggressively charge-off problem loans to date and our substantial reserve build has placed us ahead of our peers in terms of recognizing embedded losses in our portfolio through this economic cycle. In mid-2008, we established a moratorium on residential construction and development lending. As a result, as of March 31, 2010, we have reduced our exposure in total construction and development loans by more than $289 million, or 65%, from March 31, 2008. The table below sets forth our classified and nonperforming loans and other real estate owned for the last eight quarters: (in millions) June 30, 2008 September 30, 2008 December 31, 2008 March 31, 2009 June 30, 2009 September 30, 2009 December 31, 2009 March 31, 2010 Classified Loans $ 38 $ 66 $ 82 $ 119 $ 140 $ 143 $ 149 $ 147 Nonperforming Loans 11 29 32 44 73 60 70 70 Other Real Estate 18 15 19 19 17 15 34 35 Table of Contents in 2008, the Emergency Economic Stabilization Act of 2008 became law, and in February 2009, the American Recovery and Reinvestment Act of 2009 was signed into law. Additionally, the U.S. Treasury and federal banking regulators are implementing a number of programs to address capital and liquidity issues in the banking system, and there are a number of pending legislative and tax proposals, all of which may have significant effects on us and the financial services industry, the exact nature and extent of which cannot be determined at this time; the impact of compensation and other restrictions imposed under the Troubled Asset Relief Program ( TARP ) until we repay the outstanding preferred stock issued under TARP; legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, changes in the scope and cost of FDIC insurance and other coverages, increases in regulatory capital requirements, and changes in the U.S. Treasury s Capital Purchase Program; our ability to comply with any requirements imposed on us and Cadence Bank, N.A. (the Bank ), including the consent order entered into on May 19, 2010, by our respective regulators, and the potential negative consequences that may result; changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking; the occurrence of acts of war, terrorism, natural disasters, the effects of the recent oil spill in the Gulf of Mexico, or other catastrophic events beyond our control that directly or indirectly affect the financial health of our customer base; the ability to manage the risks involved in the foregoing; and those other factors identified and discussed in the prospectus and in our other public company filings with the SEC. We can give no assurance that any of the events anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on our results of operations and financial condition. We disclaim any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise. Table of Contents In addition, our nonperforming loans by region are as follows: (in millions) March 31, 2010 Percent Memphis $ 13.6 20 % Middle Tennessee 29.5 41 Alabama 8.8 13 Florida 7.5 11 Mississippi 5.7 8 Georgia 4.7 7 Total $ 69.8 100 % The table below highlights the composition of our nonperforming loans by underlying collateral type and carrying value. (in millions) Original Balance Current Balance Specific Reserves Net Carrying Value Net / Original Balance Construction and Development $ 68.2 $ 39.1 $ 8.1 $ 31.0 45 % Commercial Real Estate 20.5 10.4 1.3 9.1 44 Commercial 11.2 8.2 1.9 6.3 56 Multi-family 29.1 7.5 7.5 26 1-4 Family 8.1 4.6 0.5 4.1 51 Total $ 137.1 $ 69.8 $ 11.8 $ 58.0 42 % Recent Developments Consent Order imposed by Office of the Comptroller of the Currency On May 19, 2010, the Bank s board of directors executed a stipulation and consent to the issuance of a consent order by the Office of the Comptroller of the Currency (the OCC ), and the OCC has issued a consent order effective as of such date. Such consent order requires the Bank to meet and maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk-based capital ratio of 12%. After successfully completing this offering, we expect the Bank to exceed these required capital ratios. These capital ratios are higher than the typical regulatory capital ratios required to meet well-capitalized standards. As a result of the consent order, however, the Bank is not deemed to be well capitalized under the applicable regulations while the consent order is in place, even if the Bank satisfies the capital ratios described above. The Bank continues to be deemed to be in troubled condition, as has been the case since the Bank entered into the earlier formal agreement with the OCC. The consent order includes other operational and supervisory provisions which the Company believes it will be able to satisfy, including taking certain actions and implementing certain action plans with respect to, among other things, a compliance committee, capital adequacy, strategic planning and capital planning, management competence and effectiveness, loan portfolio management, credit and collateral exceptions, loan review, the allowance for loan and lease losses, criticized assets, credit concentration risk management, liquidity risk management, internal audit, and correcting alleged legal violations identified in examination reports. Most of these action plans require that the Bank satisfy the requirements within a defined time period ranging from 30 to 120 days. If the Bank is deemed by the OCC to have not satisfied any of the requirements of the consent order, it may be subject to further adverse regulatory action, including the assessment of fines and penalties, the issuance of additional consent or cease and desist orders, the removal of officers and directors and a requirement that the Bank prepare a plan to sell or merge the Bank. The consent order terminates the earlier formal agreement entered into with the OCC on April 17, 2009. Table of Contents While we have been actively addressing the OCC s concerns and we believe that the Bank will be able to comply with the terms of the consent order, the imposition of the consent order could nonetheless negatively impact our business and results of operations. We are critically evaluating our existing processes and practices. Under the direction of its board of directors, compliance committee and senior management, the Bank has implemented new enhanced processes and practices to achieve compliance with the consent order. The consent order could impede our ability to pursue business opportunities by diverting our management s time, effort and resources to ensure compliance. Before the Bank can accept, renew or roll over brokered deposits or deposits exceeding the national rate caps, it must obtain the approval of the FDIC, which could negatively impact our access to funding sources and liquidity. The existence of the consent order may also cause reputational damage to both the Company and the Bank, which could result in a loss of deposits and reduce our funding flexibility, liquidity and our ability to leverage our capital into earnings. The consent order could also adversely affect our business by (i) limiting our ability to hire or retain certain key personnel, (ii) adversely affecting the morale of current employees, and (iii) requiring us to incur additional costs to comply with its terms, including legal fees and costs associated with retaining third party consultants. Despite these potential restrictions and limitations on our operations, we believe that the formalization of the enhanced processes and practices required by the recent consent order will have a positive effect on the long-term management of the Bank, as we continue to strive for continuous improvement of our processes and practices. For more information regarding the risks associated with the consent order, please see Risk Factors. Also, please see the consent order filed with the SEC as an exhibit to the registration statement on Form S-1, of which this prospectus is a part, and as filed with the SEC on Form 8-K on May 19, 2010. Increase in Authorized Shares At our annual meeting of shareholders on May 25, 2010, our shareholders approved an amendment to our Restated Articles of Incorporation that increases the number of authorized shares of common stock from 50,000,000 to 140,000,000. Corporate Information Our principal executive offices are located at 301 East Main Street, Starkville, Mississippi 39759, and our telephone number is (662) 323-1341. We maintain a website at http://www.cadencebanking.com. Information on the website is not incorporated by reference and is not part of this prospectus. Table of Contents RISK FACTORS An investment in our common stock involves certain risks. You should carefully consider the risks described under Risk Factors beginning on page 12 of this prospectus and in the Risk Factors section included in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on From 10-Q for the quarter ended March 31, 2010, as well as other information included or incorporated by reference into this prospectus, including our financial statements and the notes thereto, before making an investment in our common stock. Table of Contents THE OFFERING The following summary contains basic information about this offering and our common stock and is not intended to be a complete discussion of this offering or our common stock. It does not contain all the information that is important to you. For a more complete understanding of our common stock, please refer to the section of this prospectus entitled Description of Capital Stock. Issuer Cadence Financial Corporation Common Stock offered 45,714,286 shares of common stock (52,571,429 shares of common stock if the underwriters exercise their over-allotment option in full). Common Stock outstanding after this offering(1) 57,625,850 shares of common stock (64,482,993 shares of common stock if the underwriters exercise their over-allotment option in full). Net proceeds The net proceeds of this offering to us will be approximately $74 million (after deducting underwriting discounts and commissions and the offering expenses payable by us) based on the public offering price for the common stock of $1.75 per share on May 27, 2010. The amount of net proceeds will be higher if the underwriters exercise their over-allotment option. Use of proceeds We expect to use substantially all of the net proceeds of this offering to fund the Bank and for general corporate purposes. The net proceeds of this offering that we contribute to the Bank will qualify as Tier 1 capital at the Bank for regulatory purposes. For a more complete description, see Use of Proceeds. Dividends On May 5, 2009, our board of directors voted to suspend paying cash dividends until further notice. Furthermore, our ability to pay dividends is restricted by the consent order, banking policies and regulations and our participation in the TARP Capital Purchase Program (the CPP ). We cannot give you any assurance when we will resume paying dividends or regarding the amount of any potential future dividends. Market and trading symbol Our common stock is traded on The NASDAQ Global Select Market under the symbol CADE. Settlement Date Delivery of the shares of our common stock sold in this offering will be made against payment therefore on or about June 30, 2010. (1) The number of shares of common stock outstanding immediately after this offering is based on 11,911,564 shares of common stock and 44,000 shares of Series A preferred stock outstanding as of May 27, 2010. Unless expressly stated or the context otherwise requires, all information in this prospectus excludes shares issuable pursuant to the exercise of the underwriters over-allotment option. For more information regarding the over-allotment option, see Underwriting. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to Empire, we, us, and our, refer to Empire Energy Corporation International, a Nevada corporation. Our Company Empire is a reporting company under the Securities Exchange Act of 1934 whose common stock trades on the OTC Bulletin Board under ticker symbol EEGC. The Company is headquartered in Leawood, Kansas (Kansas City area). Empire is principally an exploration stage oil and gas exploration company, devoting substantially all of its efforts to exploration and development of sub-surface hydrocarbons (oil and gas) in commercial quantities in Tasmania. Empire was incorporated on November 10, 1983 in the state of Utah under the name Medivest, Inc. In 1999, the stockholders of Medivest approved a change of name from Medivest Inc. to Empire Energy Corporation and Empire commenced commercial activity in the oil and gas industry. In July 2002, Empire entered into an agreement to acquire Great South Land Minerals, Ltd., an oil and gas exploration company in Tasmania, Australia, which it completed on April 15, 2005 by issuing 62,426,782 shares of Class A common stock, after which former shareholders of Great South Land owned approximately 95% of the outstanding shares of Empire Energy. To facilitate the merger with Great South Land, Empire sold all of its assets in exchange for the purchasers assumption of Empire s liabilities, changed it name from Empire Energy Corporation to Empire Energy Corporation International, reincorporated in the state of Nevada, increased the authorized shares of common stock to 100,000,000 (subsequently increased to 300 million and to 600 million) and effected a 1 for 10 reverse stock split. At present, the Company s principal assets are the exploration license held through its wholly-owned subsidiary Great South Land Minerals Limited and the license applications. By its terms, Special Exploration License 13/98 expired September 30, 2009. The Company, with and through its subsidiary, Great South Land Minerals, LTD lodged an application for an Exploration License covering the significant identified prospective areas included in the SEL 13/98 effort and lodged an additional application for a Special Exploration License for additional land and offshore areas of Tasmania. These license applications have not yet been formally awarded by Mineral Resources Tasmania. The Company believes Special Exploration License 13/98 provides a right to the award of the exploration license over selected areas covered by that license and continues to work for and plan for the reissuance. Award of the Special Exploration License is at the discretion of the Minister but the Company believes its performance over past years support the issuance of the new license.

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+S-1/A 1 a6410088.htm ANTS SOFTWARE INC. S-1/A a6410088.htm As filed with the Securities and Exchange Commission on August 30, 2010 Registration No. 333-168658 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANTS SOFTWARE INC. (Exact name of registrant as specified in its charter) Delaware 7371 13-3054685 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 71 Stevenson Street, Suite 400 San Francisco, CA 94105 (650) 931-0500 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) David Buckel Chief Financial Officer 71 Stevenson Street, Suite 400 San Francisco, CA 94105 (650) 931-0500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David M. Calhoun Christopher E. Maxwell Morris, Manning & Martin, LLP 1600 Atlanta Financial Center 3343 Peachtree Rd. NE Atlanta, GA 30326 Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors. 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 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, 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. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Calculation of Registration Fee Title of Each Class of Securities to Be Registered Amount to Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.0001 19,179,14 0 shares(1) $0.99(2) $18,987,349 $1,354(3)(4) (1) Consists of (a) 3,935,25 8 shares of our common stock previously issued to the selling security holder (including 229,491 shares of our common stock issued in lieu of cash in connection with the March 31, 2010 and June 30, 2010 quarterly payment requirements), (b) 11,074,197 shares of our common stock issuable to the selling security holder upon the exercise of a warrant to purchase shares of common stock, and (c) 4,169,68 5 additional shares of our common stock issuable to the selling security holder after the date hereof in connection with certain quarterly payment obligations, in each case as described in this Registration Statement. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the Securities Act ), based upon the price per share of $0.99, which was the average of the high and low sales price per share of our common stock as reported on the Over-the-Counter Bulletin Board on August 2, 2010. (3) In accordance with Rule 457(p) under the Securities Act, the Company hereby requests that $1,354 of the $1,656 in fees paid to the Commission in connection with the filing of the Company s Registration Statement on Form S-1 (SEC File No. 333-166261) be credited against the registration fees payable for this Registration Statement and that the balance be credited for future use. Such prior Registration Statement was withdrawn on July 14, 2010. (4) Previously paid. 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Preliminary Prospectus, Subject to Completion dated August 30, 2010 PROSPECTUS 19,179,14 0 Shares of Common Stock This prospectus relates to the resale of up to 19,179,14 0 shares of our common stock to be offered by the selling security holder, consisting of (a) 3,935,25 8 shares of our common stock previously issued to the selling security holder pursuant to the terms of an agreement dated March 12, 2010, by and between the Company and the selling security holder, and as amended on July 15, 2010 (collectively, the Stock Purchase Agreement ), (b) up to 11,074,197 shares of our common stock issuable to the selling security holder upon the exercise of a warrant to purchase shares of common stock granted to the selling security holder pursuant to the Stock Purchase Agreement, and (c) 4,169,68 5 additional shares of our common stock issuable to the selling security holder after the date hereof in connection with certain quarterly payment obligations pursuant to the Stock Purchase Agreement. We will not receive any of the proceeds from the sale of the shares by the selling security holder. We have paid, and will continue to pay, the costs relating to the registration of these shares. The selling security holder, or its pledgees, donees, transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. See Plan of Distribution which begins on page 16. Our common stock is quoted on the Over-the-Counter Bulletin Board (the OTCBB ) under the symbol ANTS. On August 25 , 2010, the closing sale price of our common stock on the OTCBB was $1.02 per share. You are urged to obtain current market quotations for the common stock. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, including all information incorporated by reference herein, and any amendments or supplements carefully before you invest. Investment in our common stock involves risks. See Risk Factors beginning on page 10 of this prospectus. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is August 30, 2010 If it is against the law in any state to make an offer to sell these shares, or to solicit an offer from someone to buy these shares, then this prospectus does not apply to any person in that state, and no offer or solicitation is made by this prospectus to any such person. Brokers or dealers effecting transactions in the securities should confirm the registration of these securities under the securities laws of the states in which transactions occur or the existence of our exemption from registration. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. - ii - PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements and the information incorporated herein by reference. References in this prospectus to we, our , us, ANTs and the Company refer to ANTs software inc., except as otherwise indicated or as the context otherwise requires. Company Business Overview The Company We have developed a software solution, the ANTs Compatibility Server ( ACS ), to allow customers to move software applications from one database product to another without time consuming and costly database migrations and application rewrites. ACS translates the languages used by database products so that software applications written for one database product will work with another. ACS allows customers to replace the database product without replacing the software application. Our first ACS product translates Sybase s database product to run on Oracle s database product. We are in the process of developing additional ACS products that will translate additional database languages. In May 2008, ANTs acquired Inventa Technologies Inc. ( Inventa ) of Mt. Laurel, New Jersey. Inventa is a wholly-owned subsidiary that manages and optimizes applications and databases for large enterprises and provides installation and support services for ACS (together, Professional Services ). Our headquarters are located in San Francisco, California and we have offices in Mt. Laurel, New Jersey and Alpharetta, Georgia. We have financed operations through private offerings to accredited investors and asset managers to whom we have sold common stock and issued convertible promissory notes and warrants. We expect to continue to raise capital for operations through such private offerings until we generate positive cash flows from operations. We believe we have sufficient funds to cover operations into the fourth quarter of 2010 at our expected expense rate. We expect that our focus over the next year will be on the continued development, marketing and sales of ACS and on the growth of our Professional Services offerings. The ANTs Compatibility Server Applications written to work with one database product are typically incompatible with other database products due to proprietary extensions developed and popularized by the database vendors. This has the effect of locking customers into one database vendor because it would generally be cost-prohibitive and too time-consuming to migrate an application from one database to another. ACS translates these proprietary extensions from one database product to another and allows customers to migrate applications from one database product to another more easily and at less cost. We have developed the underlying technologies related to ACS with the first version of ACS allowing applications currently running on Sybase's database product to run on Oracle's database product. During 2008, ANTs completed pilots for an early group of customers and in December 2008 announced its first commercial deployment with the Wyndham Hotel Group call center application. In the future, we expect to build versions of ACS that will enable applications to be migrated from and to numerous other database products. Professional Services Established in 1993, Inventa, our IT managed services and professional services division, provides pre- and post-sales services related to ACS and application migration, application and database architecting, monitoring and management. We provide Professional Services to customers in the hospitality, banking, insurance, gaming, automotive and high-technology industries. We have extensive experience in architecting enterprise application and database deployments, upgrades and migrations and in installing, configuring, deploying and maintaining database products from major vendors such as IBM, Oracle, Microsoft and Sybase. We have developed proprietary software that enables us to remotely monitor, diagnose and maintain customer applications and databases, saving customers the cost of having to maintain in-house IT resources needed to deliver these services. Industry Background The Market According to IDC Research, the market for database products was $20 billion in 2008. We believe Oracle, Microsoft and IBM control a substantial portion of this market. According to the numerous Chief Technology Officers, database architects and application developers at the target Global 2000 enterprises with whom we have spoken, database infrastructure costs have become one of the most expensive line items in the IT budget. These Global 2000 enterprises typically have annual database spends in excess of tens and, in some cases, hundreds of millions of dollars and their database budgets are growing annually. The migration cost from one database to another, even to a low-cost open-source database, is extensive due to lack of compatibility between the products' proprietary extensions. We believe there is significant interest, confirmed by our discussions with industry analysts and user groups, for a product that can provide the capability to migrate an application from one database to another. - 1 - Also according to IDC Research, the markets in which our Professional Services group operates, IT services and application management, were $122 billion in 2007 with IBM Global Services, HP/EDS and Accenture being among the largest vendors in those markets. We have a unique combination of experience, skills and proprietary software that allow us to address a segment of the IT services market centered on database and application monitoring, maintenance and services. In addition to this established market, we anticipate that our Professional Services group will be the first provider of migration and consulting services resulting from pre- and post-sales of our ACS products. We expect our ACS customers will look to us as the experts in database consolidation to provide a full range of services related to ACS installation, deployment and use. To the extent that this becomes a new market for Professional Services, we are in a position to capitalize on it. Our Strategy Our go-to-market strategy adapts with changes in the competitive structure of the database market. The refinement of our strategy is a continuous and iterative process, reflecting our goal of providing a cost-effective solution across a wide variety of applications. Our strategy has recently included: Developing partnerships with IBM, Oracle, Microsoft, Sybase and others to bring our products to market; Focusing on large enterprise customers who can realize significant savings by migrating applications among leading database products; Selling or licensing our products directly; Selling our products and technologies through partners; and Developing custom versions of our products for our partners and selling or licensing that technology to them. ACS can provide a solution for enterprises to address the problems of vendor lock-in and cost escalation by enabling them to migrate applications among database products. ACS can provide a potentially significant competitive advantage for database vendors such as Oracle, IBM, Microsoft, Sybase and others because they would have the ability to cost-effectively migrate applications from their competitors products to their own. In August 2009, the Company entered into an Original Equipment Manufacturer Agreement ( OEM Agreement ) with International Business Machines Corporation ( IBM ), a global IT vendor, regarding the supply of database migration technology. IBM announced the OEM Agreement in May 2010. We anticipate substantial business and future revenue to be generated from this agreement. According to the OEM Agreement, ANTs is responsible for technology development specifically tailored to IBM's needs. IBM will assume responsibility for marketing, sales and support of the technology on a worldwide basis, while ANTs will be the preferred service provider for migration projects. Competition We have not identified a direct competitor for our ACS database migration products. Other database vendors encourage migration from competitive products through use of their proprietary migration tools. These tools often require substantial investment to rewrite applications. Potential customers with whom we have spoken are not receptive to these migrating applications due to the expense and risk of such rewrites. While database vendors do not offer a directly competitive product, we fully expect database vendors to offer incentives for customers to keep applications deployed on their database products. Competitors in the Professional Services market are large and well-established, with vendors such as IBM Global Services, HP/EDS and Accenture offering a wide range of services. We have maintained long-term relationships with our customers and have been successful in renewing contracts and in signing multi-year contracts. Risks That We Face Our business is subject to a number of risks that you should understand before making an investment decision. These risks are discussed more fully in the Risk Factors section of this prospectus and include but are not limited to the following: We have a history of losses and a large accumulated deficit and we may not be able to achieve profitability in the future. We may be unable to successfully execute any of our identified business opportunities that we determine to pursue. We may be liable for significant damages if we are unable to have this Registration Statement declared effective by the SEC by October 8, 2010. We depend on a limited number of customers for a significant portion of our revenue. - 2 - If we are unable to protect our intellectual property, our competitive position would be adversely affected. If we experience rapid growth, we will need to manage such growth well. Market acceptance of our products and services is not guaranteed and our business model is evolving. Our ANTs Compatibility Server ( ACS ) product is at an early stage and our business model is not well established. We will need to continue our product development efforts. We face rapid technological change. A failure to obtain additional financing in the future could prevent us from executing our business plan or operate as a going concern.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere or incorporated by reference in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before deciding to invest in the Interests. For a more complete understanding of this offering, you should read this entire prospectus carefully, especially the section titled Risk Factors included elsewhere in this prospectus and the documents incorporated by reference in this prospectus. Business Overview The Jones Financial Companies, L.L.L.P. operates one of the largest retail securities brokerage businesses in North America, based on the number of registered financial advisors, under the trade name of Edward Jones through its principal operating subsidiary Edward D. Jones & Co., L.P. As of June 25, 2010, Edward Jones employed 12,697 registered financial advisors and had over six million clients and approximately $517.8 billion in customer assets under care in more than eight million client accounts. Service to the individual investor is at the center of our philosophy. Our financial advisors provide a convenient and personalized brand of service by working with each client to address his or her individual investment needs on a one-on-one basis. We seek to help individuals achieve their long-term financial objectives, including retirement, education, estate considerations, catastrophic risk, home ownership and emergency funds, by offering face-to-face financial advice and access to investment opportunities that include a broad mix of municipal, government and corporate bonds, mutual funds and common stocks for a diversified portfolio. Edward Jones serves individual long-term investors primarily in small to medium-size towns and metropolitan suburbs through its extensive network of branch offices. As of June 25, 2010, we had more branch offices than any other securities brokerage firm in the United States, with over 10,600 branch offices throughout the United States, and more than 615 branch offices in 7 provinces in Canada. Each branch office is generally staffed by a single financial advisor and one full-time support person, whom we refer to as a branch office administrator or a BOA. This structure supports the entrepreneurial spirit that has been a key aspect of our culture. Our home office operations, located in St. Louis, Missouri, Tempe, Arizona, and Mississauga, Ontario, Canada provide research, technology, marketing, legal and operational support to the branch offices and financial advisors. Edward Jones derives its revenue primarily from the retail brokerage business through the distribution of mutual funds and the sale of listed and unlisted securities and insurance products as well as from fees related to assets held for, and account services provided to, clients, investment banking, principal transactions and interest and dividends. For a more detailed description of our revenue sources, products and services, see Business Sources of Revenue in our Annual Report on Form 10-K for the year ended December 31, 2009, incorporated by reference in this prospectus. As of December 31, 2009, the Partnership had two geographic operating segments, the United States and Canada. In November 2009, Edward Jones sold its U.K. operations, which are now reflected in our financial statements as discontinued operations. See Management s Discussion and Analysis of Financial Condition and Results of Operations Discontinued Operations in our Annual Report on Form 10-K for the year ended December 31, 2009, incorporated by reference in this prospectus. As of December 31, 2009, we had client assets under care in the U.S. and Canada of approximately $515.6 billion, as compared to approximately $420.8 billion and $538.6 billion as of Table of Contents Table of Contents Page ARTICLE ONE DEFINED TERMS D-3 ARTICLE TWO CONTINUATION, NAME AND OFFICE, PURPOSES, TERM AND DISSOLUTION, REGISTERED AGENT, PARTNER LIST D-7 2.1 Continuation D-7 2.2 Name, Place of Business and Office D-7 2.3 Purposes D-7 2.4 Term and Dissolution D-7 2.5 Registered Office and Agent D-7 2.6 Amendment to Certificate of Limited Partnership D-8 ARTICLE THREE PARTNERS AND CAPITAL D-8 3.1 General Partners D-8 3.2 Admission of Additional General Partners D-8 3.3 Limited Partners and Contained Payments to Limited Partners D-8 3.4 Admission of Limited Partners and Subordinated Limited Partners D-9 3.5 Partnership Capital D-9 3.6 Liability of Limited Partners and Subordinated Limited Partners D-9 3.7 Participation in Partnership Business by Limited Partners and Subordinated Limited Partners D-9 3.8 Priority Among Limited Partners and Subordinated Limited Partners D-9 ARTICLE FOUR RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS D-10 4.1 Authorized Acts; Management and Control D-10 4.2 Restrictions on Authority of the Managing Partner and Executive Committee D-11 4.3 Removal or Dismissal of Certain Partners D-12 4.4 Executive Committee D-12 4.5 Guaranteed Payment; Time and Effort; Independent Activities D-13 4.6 Duties and Obligations of the Managing Partner D-14 4.7 Dealing with an Affiliate D-14 4.8 General Partners Responsibility D-14 4.9 Responsibilities of Partnership Leaders D-15 4.10 Audit Committee D-15 4.11 The Management Committee D-16 4.12 Other Committees D-16 ARTICLE FIVE MEETINGS AND VOTING OF PARTNERS D-16 5.1 Meetings of General Partners; Voting at Such Meetings D-16 5.2 Percentage of Voting Power for Partnership Decisions D-16 5.3 Robert s Rules to Govern D-17 5.4 Consent of General Partners in Lieu of a Meeting D-17 ARTICLE SIX EVENT OF WITHDRAWAL OF A PARTNER D-17 6.1 Voluntary Event of Withdrawal D-17 6.2 Withdrawal Upon Request D-17 6.3 Return of Capital and Purchase of Interest D-17 6.4 Death of a Limited Partner D-19 6.5 Death or Disability of a General Partner D-19 6.6 General Partner Interest - 56th Birthday D-20 6.7 Restriction on Capital Contribution Return D-21 6.8 Liability of a Withdrawn General Partner D-21 6.9 Effect of Event of Withdrawal D-21 Table of Contents INDEX TO EXHIBITS Exhibit Number Description of Document 3.1* Seventeenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership of the Registrant, dated as of March 26, 2010, incorporated herein by reference to Exhibit 3.1 to the registrant s Form 10-K for the year ended December 31, 2009. 3.2*** Seventeenth Restated Certificate of Limited Partnership of the Registrant, dated as of June 17, 2010. 3.3* Eleventh Amended and Restated Agreement of Limited Partnership Agreement of Edward D. Jones & Co., L.P. dated March 10, 2010, incorporated herein by reference to Exhibit 3.3 to the registrant s Form 10-K for the year ended December 31, 2009. 5.1*** Opinion of Bryan Cave LLP. 8.1*** Opinion of Bryan Cave LLP with respect to certain U.S. tax matters. 10.1* Form of Cash Subordination Agreement between the Registrant and Edward D. Jones & Co., L.P., incorporated herein by reference to Exhibit 10.1 to the registrant s registration statement of Form S-1 (Reg. No. 33-14955). 10.2* Note Purchase Agreement by Edward D. Jones & Co., L.P. for $75,000,000 aggregate principal amount of subordinated capital notes with rates ranging from 7.51% to 7.79% due September 15, 2011, incorporated herein by reference to the registrant s Form 10-Q for the quarter ended September 24, 1999. 10.3* Note Purchase Agreement by Edward D. Jones & Co., L.P., for $250,000,000 aggregate principal amount of 7.33% subordinated capital notes due June 12, 2014, incorporated herein by reference to the registrant s Form 10-Q for the quarter ended June 28, 2002. 10.4* Credit Agreement by EDJ Leasing Co., L.P., The Jones Financial Companies, L.L.L.P., et al. and Wells Fargo Bank, National Association dated August 22, 2008, incorporated herein by reference to Exhibit 10.4 to the registrant s Form 10-K for the year ended December 31, 2009. 10.5* Ordinance No. 24,183 relating to certain existing Agreement entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Des Peres Project) approved November 12, 2009, incorporated herein by reference to Exhibit 10.5 to the registrant s Form 10-K for the year ended December 31, 2009. 10.6* Ordinance No. 24,182 authorizing Amendments of certain existing Agreements entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Maryland Heights Project) approved November 12, 2009, incorporated herein by reference to Exhibit 10.6 to the registrant s Form 10-K for the year ended December 31, 2009. 10.7* Ordinance No. 24,181 authorizing St. Louis County, Missouri, to issue its Taxable Industrial Revenue Bonds (Edward Jones Maryland Heights Phase III Project) approved November 12, 2009, incorporated herein by reference to Exhibit 10.7 to the registrant s Form 10-K for the year ended December 31, 2009. 10.8* Loan Agreement between EDJ Leasing Co., L.P. and Fifth Third Bank, an Ohio banking corporation, dated December 22, 2009, incorporated herein by reference to Exhibit 10.8 to the registrant s Form 10-K for the year ended December 31, 2009. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting any offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2010 PRELIMINARY PROSPECTUS 275,000 Units THE JONES FINANCIAL COMPANIES, L.L.L.P. Limited Partnership Interests We are offering an aggregate of up to 275,000 units of limited partnership interests in our partnership, which we refer to as the Interests, pursuant to the 2010 Employee Limited Partnership Interest Purchase Plan, on the terms and conditions set forth in this prospectus. The Jones Financial Companies, L.L.L.P. is referred to as the Partnership. The Interests will be offered to certain current and former employees of our subsidiaries and certain current general partners of the Partnership. These individuals will have the opportunity to purchase the Interests and become, or increase their capital contribution as, one of our limited partners. This offering is being made only to designated eligible employees and former employees of our subsidiaries and certain general partners of the Partnership, and not to the general investing public. If you are an employee, your decision whether or not to participate in this offering will have no effect on your employment with any of our subsidiaries. The plan is summarized under the heading The Offering Description of the Plan. This prospectus covers the Interests that we may sell under the plan, including any additional Interests we may sell as a result of any Interest splits, reverse Interest splits or similar matters affecting the number of our outstanding Interests. Investing in the Interests involves risks. To read about certain factors that you should consider before investing in the Interests, see Risk Factors beginning on page 10 of this prospectus. Limited partners have no right to vote or otherwise participate in the management of the business of the Partnership. The Interests are non-transferable. Therefore, there is no public market in the Interests, and it is unlikely any such market will develop in the future. The per unit price of the Interests offered hereby is $1,000, which represents the book value of each Interest and has been arbitrarily determined. Any limited partner must accept redemption of his or her Interest(s) and accept the return of his or her capital contribution(s) plus any accrued and unpaid 7 1/2% payment due under our partnership agreement and accumulated profits and relinquish all rights as a limited partner of the Partnership (i) upon his or her death, (ii) upon his or her voluntary withdrawal as a limited partner of the Partnership or (iii) within 30 days of receipt of notice to withdraw by the Managing Partner or by the holders of 50% or more of the general partners capital of the Partnership as provided in our partnership agreement, as amended from time to time. For more information regarding receipt of payment, see the description under the subheading Prospectus Summary Description of Interests. THE CONTRIBUTIONS OF LIMITED PARTNERS ARE SUBORDINATE TO ALL EXISTING AND FUTURE CLAIMS OF THE GENERAL CREDITORS OF THE PARTNERSHIP. Offering Price Underwriting Discounts and Commissions Proceeds to the Partnership Per Unit $ 1,000 Not applicable $ 1,000 Total $ 275,000,000 Not applicable $ 275,000,000 This offering is not underwritten. There can be no assurance that the full number of Interests offered hereby will actually be sold. There is no minimum number of Interests required to be sold in the offering, and no refunds will be made regardless of the amount actually sold. See The Offering. Neither the Securities and Exchange Commission, which we refer to as SEC, nor any state securities commission or regulatory authority has approved or disapproved of these Interests, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 3, 2010. Table of Contents SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS This prospectus contains or incorporates by reference certain statements that are, or may be considered to be, forward-looking statements within the meaning of federal securities laws. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. We generally identify these statements by words or phrases such as may, might, will, should, expect, plan, anticipate, believe, estimate, intend, predict, future, potential or continue, the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include, among other things, statements regarding: financial market conditions; volatility in our transaction volumes; interest rate changes; the impact of inflation on securities prices; inability to achieve our growth rate; the sufficiency of our capital under the Uniform Net Capital Rule; our liquidity; reductions of our capital due to mandatory redemption of our partnership capital; our ability to achieve profitability of our Canadian operations; actions by regulatory agencies; legislative and regulatory initiatives reforming the financial services industry; operation of our branch office system; litigation and regulatory investigations and proceedings; upgrades to our technological systems; interruptions to our business and operations; self-clearing by our Canadian operations; our reliance on third-party organizations; credit risks related to processing clients transactions; our underwriting, syndicate and trading positions; and competition for clients and personnel. You should not rely on these forward-looking statements because they involve risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties, and other important factors could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled Risk Factors as well as in other places in this prospectus. You should read this prospectus completely and with the understanding that our actual results may be materially different from what we expect and from our past results. Except as required by law, we undertake no duty to update the forward-looking statements included or incorporated by reference in this prospectus, even though our situation may change in the future. Forward-looking statements are only made as of the date of this prospectus or as of the date of such statement contained in the respective documents incorporated in this prospectus. We qualify all of our forward-looking statements by these cautionary statements. Table of Contents December 31, 2008 and 2007, respectively. During the years ended December 31, 2009, 2008 and 2007, we had trade revenue (comprised of commission revenue from clients buy and sell transactions) of approximately $1.9 billion, $2.1 billion and $2.2 billion, respectively, and net fee revenue (comprised of revenue from sources other than trade revenue, including asset fees, account and activity fees and net interest income) of approximately $1.5 billion, $1.6 billion and $1.8 billion, respectively. We had income before allocations to partners of approximately $164.3 million, $311.8 million and $508.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. Description of Interests The rights and obligations of our limited partners are governed by our Seventeenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership dated as of March 26, 2010, as amended from time to time, which we refer to as our Partnership Agreement, a copy of which is on file with the SEC, and is attached hereto as Appendix D. The right of return of the capital contributions of our limited partners is subordinate to all existing and future claims of our general creditors, including any of our subordinated creditors. The Interests are offered at the price of $1,000 per Interest, which represents the book value of each Interest and has been arbitrarily determined as discussed under subheading Risk Factors Capital Limitations; Net Capital Rule. As one of our limited partners, you must accept redemption of your Interest(s) at book value (currently $1,000 per Interest) and accept the return of your capital contribution(s), plus any accrued and unpaid 7 1/2% Payment (as defined below) due under the Partnership Agreement and accumulated profits, and relinquish all rights as one of our limited partners (a) upon your death, (b) immediately upon notice of your voluntary withdrawal from the Partnership as a limited partner, or (c) within 30 days of receiving a mandatory notice of withdrawal from our Managing Partner or the holders of 50% or more of our general partners capital. The decision to issue a mandatory withdrawal notice is within the absolute discretion of our Managing Partner. No limited partner has any rights to retain his or her limited partner interest. The 7 % Payment described above, which we refer generally to as the 7 % Payment in this prospectus, is a guaranteed payment for federal income tax purposes within the meaning of the Code because the amount is allocated to the limited partners under the Partnership Agreement even if we do not have net profits to cover such payment; however, notwithstanding the characterization for tax purposes, this payment is not in fact guaranteed by the Partnership in the traditional sense of the word, and no reserve fund has been set aside to enable us to make such payments. Upon your voluntary withdrawal as a limited partner or upon your receipt of a mandatory withdrawal notice, your capital contribution(s) (currently $1,000 per Interest) will be paid in three equal installments with the first installment being paid on the last business day of the month following the month in which (a) the Managing Partner receives written notice that you wish to voluntarily withdraw as a limited partner or (b) you receive a written mandatory withdrawal notice. The balance of the capital contribution will be paid in two equal installments on the first and second anniversaries of the first installment payment. If you are one of our limited partners, upon your death your capital contribution will be returned to your estate within six months after the date of your death. The Managing Partner has the discretion to waive the withdrawal restrictions, which is further discussed under the subheading Risk Factors Lack of Capital Permanency. Notwithstanding the above, in certain circumstances described under Section 6.7 of the Partnership Agreement and under the subheading Risk Factors Capital Limitations; Net Capital Rule, the repayment of your capital contribution(s) on your withdrawal as a limited partner or death may be delayed. Table of Contents Page ARTICLE SEVEN TRANSFERABILITY OF PARTNER INTERESTS D-21 7.1 Restrictions on Transfer D-21 7.2 Substituted Limited Partners D-22 ARTICLE EIGHT DISTRIBUTIONS AND ALLOCATIONS; LIABILITY OF GENERAL PARTNERS D-22 8.1 Distribution of Net Income D-22 8.2 Distributions Upon Dissolution D-23 8.3 Distribution of Frozen Appreciation Amount D-24 8.4 Sale of Assets to Third Party D-24 8.5 Other Sales or Dispositions to Third Party D-25 8.6 Allocation of Profits and Losses for Tax Purposes D-25 8.7 Liability of General Partners D-27 ARTICLE NINE BOOKS, RECORDS AND REPORTS, ACCOUNTING, TAX ELECTIONS, ETC. D-27 9.1 Books, Records and Reports D-27 9.2 Bank Accounts D-28 9.3 Depreciation and Elections D-28 9.4 Fiscal Year D-28 ARTICLE TEN LIABILITY; INDEMNIFICATION D-28 10.1 Liability of General Partners D-28 10.2 Exculpation D-28 10.3 Indemnification by Partnership D-29 10.4 Indemnification by General Partners D-29 10.5 Control of Defense D-29 10.6 Effect of Future Amendments to Partnership Agreement D-29 10.7 Expenses; Certain Limitations D-30 10.8 Non-Exclusivity D-30 10.9 Insurance D-31 10.10 Settlement D-31 ARTICLE ELEVEN MEDIATION/ARBITRATION D-31 11.1 Mediation/Arbitration D-31 11.2 Forum Selection D-32 11.3 Statute of Limitations D-33 11.4 Other Agreements D-33 ARTICLE TWELVE GENERAL PROVISIONS D-33 12.1 Appointment of Attorneys-in-Fact D-33 12.2 Word Meanings D-34 12.3 Binding Provisions D-34 12.4 Applicable Law D-34 12.5 Counterparts D-34 12.6 Entire Agreement D-34 12.7 Separability of Provisions D-35 12.8 Representations D-35 12.9 Section Titles D-35 12.10 Partition D-35 12.11 No Third Party Beneficiaries D-35 12.12 Amendments D-35 12.13 Revocable Trusts D-35 Table of Contents Exhibit Number Description of Document 10.9* Master Lease Agreement between Edward D. Jones & Co., L.P. and Chase Equipment Finance, Inc., dated October 30, 2009, incorporated herein by reference to Exhibit 10.9 to the registrant s Form 10-K for the year ended December 31, 2009. 10.10* Agreements of Lease between EDJ Leasing Co., L.P. and Edward D. Jones & Co., L.P., dated August 1, 1991, incorporated herein by reference to Exhibit 10.18 to the registrant s Form 10-K for the year ended September 27, 1991. 10.11* Purchase and Sale Agreement between EDJ Leasing Co., L.P. and the Resolution Trust Corporation incorporated herein by reference to Exhibit 10.21 to the registrant s Form 10-K for the year ended December 31, 1992. 10.12* Mortgage Note; Deed of Trust and Security Agreement; Assignment of Leases, Rents and Profits; and Subordination and Attornment Agreement between EDJ Leasing Co., L.P. and Nationwide Insurance Company dated April 6, 1994, incorporated by reference to exhibit 10.1 to the registrant s Form 10-Q for the quarter ended March 25, 1994 10.13* Lease between Eckelkamp Office Center South, L.L.C., a Missouri Limited Liability Company, as Landlord and Edward D. Jones & Co., L.P., as Tenant, dated February 3, 2000, incorporated by reference to the registrant s Form 10-K for the year ended December 31, 2001. 10.14* Master Agreement dated as of November 30, 2000 among Edward D. Jones & Co., L.P., as Lessee, Construction Agent and Guarantor, Atlantic Financial Group, Ltd., (registered to do business in Arizona as AFG Equity, Limited Partnership) as Lessor, Suntrust Bank and Certain Financial Institutions Parties Hereto, as Lenders, and Suntrust Bank as agent, and joined in by The Jones Financial Companies, L.L.L.P., incorporated herein by reference to the registrant s Form 10-K for the year ended December 31, 2001. 10.15* Master Lease Agreement dated November 30, 2000 between Atlantic Financial Group, Ltd. (registered to do business in Arizona as AFG Equity, Limited Partnership), as Lessor, and Edward D. Jones & Co., L.P., as Lessee, incorporated herein by reference to the registrant s Form 10-K for the year ended December 31, 2001. 10.16* Master Agreement dated September 18, 2001 among Edward D. Jones & Co., L.P., as Lessee, Construction Agent and Guarantor, Atlantic Financial Group, Ltd., (registered to do business in Missouri as Atlantic Financial Group, L.P.) as Lessor, Suntrust Bank and certain financial institutions listed therein, as Lenders, and Suntrust Bank, as Agent and joined in by the Registrant, incorporated herein by reference to the registrant s Form 10-K for the year ended December 31, 2001. 10.17* Master Lease Agreement dated as of September 18, 2001 between Atlantic Financial Group, Ltd. (registered to do business in Missouri as Atlantic Financial Group, L.P.), as Lessor, and Edward D. Jones & Co., L.P., as Lessee, incorporated herein by reference to the registrant s Form 10-K for the year ended December 31, 2001. 10.18* Stipulation of Settlement of Class Action, dated December 11, 2006 and Amendment to Stipulation of Settlement of Class Action dated July 1, 2007, incorporated herein by reference to Exhibit 10.1 to the registrant s Form 10-Q for the quarter ended September 28, 2007. 10.19* Joint Stipulation of Class Action Settlement and Release dated September 28, 2007, incorporated herein by reference to Exhibit 10.1 to the registrant s Form 8-K dated October 4, 2007. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1

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+S-1 1 ds1.htm FORM S-1 Form S-1 Table of Contents As filed with the Securities and Exchange Commission on August 6, 2010 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOSTON PRIVATE FINANCIAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Massachusetts 6022 04-2976299 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Ten Post Office Square Boston, Massachusetts 02109 (617) 912-1900 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Clayton G. Deutsch President and Chief Executive Officer Boston Private Financial Holdings, Inc. Ten Post Office Square Boston, Massachusetts 02109 (617) 912-1900 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: William P. Mayer, Esq. Paul W. Lee, Esq. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109-2881 (617) 570-1000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. 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 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(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. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Pursuant to Rule 429 under the Securities Act of 1933, as amended (the Securities Act ), the prospectus contained in this Registration Statement will be used as a combined prospectus in connection with this Registration Statement and Registration Statement No. 333-156356, which was filed on December 19, 2008 and became effective on March 17, 2009 as amended by Post-Effective Amendment No. 1 to Form S-3 on Form S-1, filed on April 5, 2010 and declared effective on April 9, 2010 (the Prior Registration Statement ). This Registration Statement is a new registration statement and also constitutes Post- Effective Amendment No. 2 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act. 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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be Registered Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Series B-1 Non-Cumulative Perpetual Convertible Preferred Stock, par value $1.00 per share 401 $100,000 $40,081,221 N/A(7) Warrants to purchase shares of Common Stock, par value $1.00 per share N/A(5)(7) $6.62(1) $35,641,358 N/A(5)(7) Warrants to purchase shares of Common Stock, par value $1.00 per share N/A(6)(7) $8.90(2) $526,648 N/A(6)(7) Common Stock, par value $1.00 per share 1,084,450 $6.625(3) $7,184,481 $ 512(4) (1) Calculated pursuant to Rule 457(i) under the Securities Act. Shares of common stock issuable upon exercise of warrants to purchase common stock at an exercise price of $6.62 per share (subject to possible future adjustment), issued in connection with the investment agreement dated July 22, 2008 between the Company and BP Holdco, L.P. (2) Calculated pursuant to Rule 457(i) under the Securities Act. Shares of common stock issuable upon exercise of warrants to purchase common stock at an exercise price of $8.90 per share (subject to possible future adjustment), granted and assigned to John Morton by BP Holdco, L.P. on July 29, 2008. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the common stock on August 2, 2010, as reported on the NASDAQ Global Select Market. (4) Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. (5) The 5,383,891 shares of common stock issuable upon exercise of the warrants were previously registered on the Company s Registration Statement on Form S-3 filed with the Commission on December 19, 2008 (File No. 333-156356) (the Prior Registration Statement ). (6) The 59,174 shares of common stock issuable upon exercise of the warrants were previously registered on the Prior Registration Statement. (7) The filing fee was previously paid in connection with the Prior Registration Statement. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this prospectus, in any related prospectus and in information incorporated by reference into this prospectus and any related prospectus that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words may, will, should, could, would, plan, potential, estimate, project, believe, intend, anticipate, expect, target and similar expressions. These forward-looking statements include statements relating to our strategy, effectiveness of investment programs, evaluations of future interest rate trends and liquidity, expectations as to growth in assets, deposits and results of operations, receipt of regulatory approval for pending acquisitions, success of acquisitions, future operations, market position, financial position, and prospects, plans and objectives of management. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Company s control. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. Our actual results could differ materially from those projected in the forward-looking statements as a result of, among others, factors referenced herein under the section captioned Risk Factors ; adverse conditions in the capital and debt markets and the impact of such conditions on our private banking, investment management and wealth advisory activities; changes in interest rates; competitive pressures from other financial institutions; the effects of continuing deterioration in general economic conditions on a national basis or in the local markets in which we operate, including changes which adversely affect borrowers ability to service and repay our loans; changes the value of the securities in our investment portfolio; changes in loan default and charge-off rates; the adequacy of loan loss reserves; reductions in deposit levels necessitating increased borrowing to fund loans and investments; the adoption of adverse government regulation; the risk that goodwill and intangibles recorded in our financial statements will become impaired; risks related to the identification and implementation of acquisitions; and changes in assumptions used in making such forward-looking statements; as well as the other risks and uncertainties detailed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission, or the SEC. Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made. SUMMARY The following summary may not contain all of the information that may be important to you or that you should consider before deciding to purchase the Securities, and is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this prospectus. You should read the entire prospectus, especially the risks set forth under the heading Risk Factors in this prospectus, as well as the financial and other information incorporated by reference in this prospectus, before making an investment decision. As used in this prospectus, the terms Boston Private, the Company, we, our, and us refer to Boston Private Financial Holdings, Inc. and our consolidated subsidiaries, unless the context indicates otherwise; the Banks refers to Boston Private Bank & Trust Company, Borel Private Bank & Trust Company, First Private Bank & Trust and Charter Private Bank, collectively; the Investment Managers refers to Dalton, Greiner, Hartman, Maher & Co., LLC and Anchor Capital Holdings, LLC, collectively; and the Wealth Advisors refers to KLS Professional Advisors Group, LLC, Bingham, Osborn & Scarborough, LLC, and Davidson Trust Company. This prospectus includes our trademarks and other trade names identified herein. All other trademarks and trade names appearing in this prospectus are the property of their respective holders. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 6, 2010 PRELIMINARY PROSPECTUS Boston Private Financial Holdings, Inc. Common Stock Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock Series B-1 Non-Cumulative Perpetual Convertible Preferred Stock Warrants This prospectus relates to resales of up to 20,135,178 shares of our common stock, par value $1.00 per share (the Common Stock ), up to 401 shares of Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock, $1.00 par value (the Series B Preferred Stock ), up to 401 shares of Series B-1 Non-Cumulative Perpetual Convertible Preferred Stock, par value $1.00 per share (the Series B-1 Preferred Stock ) issuable in exchange for Series B Preferred Stock, warrants to purchase our Common Stock issued to BP Holdco, L.P. ( BP Holdco ) and those warrants granted to John Morton by BP Holdco (the BP Holdco Warrants ), and warrants to purchase our Common Stock to be issued in exchange for BP Holdco Warrants (the Transferee Warrants, and together with the BP Holdco Warrants, the Warrants ). As used in this prospectus, the term Securities shall mean the Common Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock and the Warrants. The Securities may be resold from time to time by and for the accounts of certain selling securityholders named in this prospectus. The methods of resale of the Securities offered hereby are described under the heading Plan of Distribution. We will receive none of the proceeds from such resales. However, we will receive proceeds if any selling securityholders exercise their Warrants and the exercise price is paid in cash. Our Common Stock is traded on the NASDAQ Global Select Market ( NASDAQ ) under the trading symbol BPFH. The last reported sale price of the Common Stock on August 5, 2010 was $6.49 per share. The Series B Preferred Stock, the Series B-1 Preferred Stock and the Warrants are not listed on any exchange. Holders of the Series B Preferred Stock have the right to convert the Series B Preferred Stock into 7,261,091 shares of our Common Stock, and holders of the Series B-1 Preferred Stock have the right to convert the Series B-1 Preferred Stock into 7,261,091 shares of our Common Stock. Shares of Series B Preferred Stock and Series B-1 Preferred Stock are non-voting except in certain circumstances. There are 401 shares of Series B Preferred Stock and 401 shares of Series B-1 Preferred Stock authorized for issuance. As of the date of this prospectus, there are 401 shares of Series B Preferred Stock issued and outstanding and no shares of Series B-1 Preferred Stock outstanding. Each share of Series B-1 Preferred Stock to be offered pursuant this prospectus will be issued to BP Holdco immediately prior to the sale of such share by BP Holdco in exchange for the surrender and retirement of a share of Series B Preferred Stock owned by BP Holdco. The Series B Preferred Stock is identical to the Series B-1 Preferred Stock, except for the elimination of certain conversion and anti-dilution adjustment limitations in the Series B Preferred Stock that are applicable solely to shares of Series B Preferred Stock owned by BP Holdco. Therefore, prior to the sale of any shares of Series B-1 Preferred Stock pursuant to this prospectus, an equal number of shares of Series B Preferred Stock will be surrendered and retired. The aggregate number of shares of Series B Preferred Stock and Series B-1 Preferred Stock outstanding at any time shall not exceed 401 shares. The BP Holdco Warrants held by BP Holdco entitle the holder thereof to acquire 5,383,891 shares of our Common Stock for an exercise price of $6.62 per share (subject to adjustment), and the BP Holdco Warrants held by Mr. John Morton entitle the holder thereof to acquire 59,179 shares of our Common Stock for an exercise price of $8.90 per share (subject to adjustment), which was the fair market value of our Common Stock on the date of the grant of warrants to Mr. Morton from BP Holdco. The Transferee Warrants to be offered by means of this prospectus will have been issued to the selling stockholder prior to the sale of such Transferee Warrants by the selling stockholder in exchange for the surrender and retirement of the BP Holdco Warrants owned by the selling stockholder that is identical to the Transferee Warrants being offered by this prospectus, except for the elimination of certain exercise and antidilution adjustment limitations. Therefore, prior to the sale of any Transferee Warrants pursuant to this prospectus, an equal number of BP Holdco Warrants will be surrendered and retired. The aggregate number of BP Holdco Warrants and Transferee Warrants outstanding at any time shall not exceed 5,443,065 warrants. We are registering the Securities for resale by the selling securityholders named in this prospectus or their pledges, donees, assigns, transferees or other successors in interest. The Securities are being registered to permit the selling securityholders to sell securities from time to time in the public market or otherwise, in amounts, at prices and on terms determined at the time of offering. The selling securityholders may sell the Securities through ordinary brokerage transactions or through any other means described in the section entitled Plan of Distribution beginning on page 22. Investing in the Securities involves risks. See Risk Factors beginning on page 4 of this prospectus. These Securities are not deposits or obligations of a bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation ( FDIC ) or any other governmental agency. Neither the Securities and Exchange Commission nor any state or foreign securities commission or regulatory authority has approved or disapproved of these Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2010. Table of Contents Boston Private Financial Holdings, Inc. Overview We were incorporated on September 2, 1987, under the laws of The Commonwealth of Massachusetts. On July 1, 1988, we registered with the Board of Governors of the Federal Reserve System, or the Federal Reserve Board, as a bank holding company under the Bank Holding Company Act of 1956, as amended, or the BHC Act. We are a wealth management company that offers a full range of wealth management services to high net worth individuals, families, businesses, and select institutions through our three functional segments: Private Banking, Investment Management and Wealth Advisory. We seek to capitalize on growth in the wealth management sector by targeting affluent regions and offering localized service. We believe the high net worth market continues to be characterized by attractive demographics because of the strong rate of growth expected over the next decade in the number of high net worth individuals, growth in assets controlled by high net worth individuals, and the significant transition of wealth between generations. Our clients have complex financial situations and we seek to be their trusted advisor by offering wealth management solutions through a high-touch, relationship-driven approach. Our approach to the wealth management market is to create a financial umbrella that helps to preserve, grow, and transfer assets over the financial lifetime of a client through three financial disciplines: private banking, investment management and wealth advisory. We conduct substantially all of our business through our three functional segments. Each functional segment reflects the services provided by us to a distinct segment of the wealth management markets as described below. Our consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, which we also refer to as our consolidated affiliate partners. All of our bank affiliates are wholly-owned subsidiaries and, with the exception of KLS Professional Advisors Group, LLC, which became wholly-owned as of January 2010, and Coldstream Holdings, Inc., which is minority-owned, our other investment management and wealth advisory affiliates are majority-owned. These majority-owned subsidiaries are consolidated in accordance with accounting principles generally accepted in the United States, or GAAP. The minority interests are generally held by individuals who owned and ran the businesses prior to acquisition by us and who continue to be actively involved in those businesses. Private Banking The Private Banking segment has four consolidated affiliate partners Boston Private Bank & Trust Company, chartered by The Commonwealth of Massachusetts; Borel Private Bank & Trust Company and First Private Bank & Trust, both California state chartered banks; and Charter Private Bank, a Washington state chartered bank. The Banks are insured by the FDIC. The Banks pursue private banking and community-oriented business strategies in their operating regions. The Banks are principally engaged in providing banking and a variety of other fiduciary services including investment management, advisory, and administrative services to high net worth individuals, their families, small and medium-sized businesses and professionals. In addition, the Banks offer their clients a broad range of deposit and lending products. The specific mix of products, services and clientele can vary from affiliate to affiliate. Investment Management Investment Management segment has two consolidated affiliate partners Dalton, Greiner, Hartman, Maher & Co., LLC, a registered investment adviser, and Anchor Capital Holdings, LLC, which is the parent company of Anchor Capital Advisors LLC and Anchor/ Russell Capital Advisors LLC, both of which are registered investment advisers. The Investment Managers serve the needs of pension funds, endowments, trusts, foundations and select institutions, mutual funds and high net worth individuals and their families throughout the United States and abroad. The Investment Managers specialize in value-driven equity portfolios with products across the capitalization spectrum. The specific mix of products, services and clientele varies between affiliates. The Investment Managers are located in New England and New York, with one affiliate administrative office in South Florida. Wealth Advisory The Wealth Advisory segment has three consolidated affiliate partners KLS Professional Advisors Group, LLC, Bingham, Osborn & Scarborough, LLC, and Davidson Trust Company, or DTC, all of which Table of Contents TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 SUMMARY 1

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+This summary highlights certain information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our Common Stock. You should read this entire prospectus carefully, including the risks discussed under Risk factors and the financial statements and notes thereto included elsewhere in this prospectus. Some of the statements in this summary constitute forward-looking statements. See Forward-looking statements. As used in this prospectus, unless the context otherwise indicates, the references to we, us, our, our company or PlainsCapital refer to PlainsCapital Corporation, a Texas corporation, and its consolidated subsidiaries as a whole, references to the Bank refer to PlainsCapital Bank, a Texas banking association (a wholly owned subsidiary of PlainsCapital Corporation), references to First Southwest refer to First Southwest Holdings, LLC, a Delaware limited liability company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole, references to FSC refer to First Southwest Company, a Delaware corporation (a wholly owned subsidiary of First Southwest Holdings, LLC) and references to PrimeLending refer to PrimeLending, a PlainsCapital Company, a Texas corporation (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole. Statistical information concerning metropolitan markets are calculated based upon the applicable Metropolitan Statistical Area Overview We are a Texas corporation and a financial holding company registered under the Bank Holding Company Act of 1956 (as amended, the Bank Holding Company Act ), as amended by the Gramm-Leach-Bliley Act of 1999 (the Gramm-Leach-Bliley Act ). Five members of our senior executive team have worked together for the last 22 years. We have paid constant or increased dividends to our shareholders for each of the past 21 years and have been profitable for each of those years. For the years 1990 though 2009, our consolidated assets increased from $346.0 million to $4.6 billion and our consolidated net income increased from $2.0 million to $31.3 million, representing a compounded annual growth rate of 14% and 15%, respectively. As of June 30, 2010, we employed approximately 2,800 people in 245 locations in 36 states across our three business segments. We provide the personalized client service and responsiveness most often associated with smaller financial institutions while offering the sophisticated products and services frequently associated with larger financial institutions. In addition to traditional banking services, we also provide wealth and investment management, treasury management, capital equipment leasing, residential mortgage lending, investment banking, public finance advisory services, fixed income sales and trading, asset management and correspondent clearing. As of June 30, 2010, on a consolidated basis, we had total assets of approximately $4.9 billion, total deposits of approximately $3.7 billion, total loans, including loans held for sale, of approximately $3.7 billion and shareholders equity of approximately $434.1 million. We have experienced significant organic and acquisitive growth since our inception. Over the five-year period ending December 31, 2009, our net revenues, which we define as the sum of net interest income and noninterest income, increased 159.7% from $190.7 million to $495.3 million. Business segments We operate through three complementary business segments: banking, mortgage origination and financial advisory. We believe the diversification of income sources from each of our business segments mitigates business risk and provides opportunities for growth in varied economic conditions. We derive our revenue and net income primarily from our banking and mortgage origination segments, while the remainder of our revenue and net income is generated from our financial advisory segment. During 2009 and the first six months of 2010, approximately 35.9% and 38.5%, respectively, of our net revenue and 29.4% and 64.6%, respectively, of our net income, were derived from our banking segment. The mortgage origination segment generated approximately 43.3% and 43.3%, respectively, of our net revenue and 54.3% and 24.4%, respectively, of our net income during 2009 and the first six months of 2010. During 2009 and the first six months of 2010, the financial advisory segment contributed 20.8% and 18.2%, respectively, of our net revenue and 16.3% and 11.0%, respectively, of our net income. Table of Contents Explanatory Note As contemplated by Rule 479 promulgated under the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 4 to our Registration Statement on Form S-1 is filed to update the registration statement to comply with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. We have not determined when, or if, we will make a public offering of our securities or whether any such offering will be pursuant to the prospectus contained herein. Accordingly, all statements in this Amendment No. 4 concerning our intention to offer for sale and list our securities, and our intended use of the proceeds from any such offer and sale, are subject to our determination to proceed with such offering. Table of Contents Banking. The Bank was the ninth largest bank headquartered in Texas based upon deposits as of June 30, 2009, and currently has 36 locations in the Austin, Dallas/Fort Worth, Lubbock and San Antonio markets. The Bank seeks to differentiate itself from its competitors by offering highly personalized service and tailoring its operating strategy to different markets. The Lubbock market serves as a strong source of core deposits for the Bank. In other markets, we operate a model focusing on middle-market companies and high net worth individuals. With $4.6 billion in assets as of June 30, 2010, and capital ratios that significantly exceed regulatory guidelines for well capitalized banks, we believe the Bank is well positioned for continued growth. Mortgage origination. Our mortgage origination segment is operated through the Bank s wholly owned subsidiary, PrimeLending, and offers a variety of residential mortgage loan products from offices in 32 states. We sell substantially all mortgage loans we originate in the secondary market and do not service these loans. Last year we originated approximately $5.7 billion in mortgage loans, setting a company record for the highest aggregate dollar amount of loans originated in a year. By dollar volume, approximately half of our loans originated during the first six months of 2010 were collateralized by residential real estate located in Texas. In 2009, according to Computer Business Methods, Inc., we ranked as the 20th largest retail mortgage loan producer in the United States and first in Texas for Federal Housing Administration ( FHA ) mortgage loan originations in Texas. Financial advisory. Through our wholly owned subsidiary, First Southwest, we offer public finance, advisory and related services, which, for the six months ended June 30, 2010, represented a majority of the net revenues of First Southwest. Additionally, First Southwest offers corporate finance, investment banking, fixed income sales and trading services, asset management and correspondent clearing. Our financial advisory segment includes 24 offices nationwide, 12 of which are in Texas. We believe that the public finance industry is well positioned to capitalize on the federal government s infrastructure stimulus legislation. Our public finance advisory business ranked first nationally, based upon number of issuances, and third nationally, based upon par volume of issuances, for the five-year period ending on June 30, 2010, according to information derived from MuniAnalytics. First Southwest currently has a financial advisory relationship with more than 1,600 public sector clients. History and expansion We were founded in Lubbock, Texas, in 1987 by current Chairman and Chief Executive Officer Alan B. White, other members of senior management and a group of investors. At the time we acquired the Bank in 1988, it had approximately $198.8 million in assets and was the fifth largest bank in the Lubbock market by deposits. Over the next 21 years, our market share and service offering grew, highlighted by the following events: In 1998, we expanded our product offerings beyond traditional banking services by entering the mortgage origination segment through the acquisition of a Lubbock-based mortgage company. In 1999, we entered a new geographic market by expanding our mortgage origination operations through the acquisition of PrimeLending, a Dallas-based mortgage company with five locations in the Dallas-Fort Worth metroplex. The Bank also opened its first banking location outside of the West Texas region in the Turtle Creek neighborhood of Dallas. In 2000, we moved our corporate headquarters to Dallas and opened our first banking location in Austin. In 2004, the Bank entered the Fort Worth and San Antonio markets. In 2008, we acquired First Southwest, a diversified private investment banking firm, in order to expand our financial advisory segment. Markets We are based in Texas, a state with a population expected to grow 15.1% over the next 10 years compared to expected growth of 10.0% for the United States. If Texas were its own country, it would have the 10th largest economy in the world according to the Texas Comptroller of Public Accounts. Texas is tied with California in hosting the headquarters of Fortune 500 companies according to the August 2010 edition of Fortune published by cnnmoney.com and as of June 2010 had an unemployment rate that was 1.7 percentage points below the national average according to the U.S. Bureau of Labor Statistics. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion, dated August 12, 2010 Preliminary Prospectus shares Common stock This is an initial public offering of Common Stock by PlainsCapital Corporation. PlainsCapital Corporation is selling shares of our Common Stock and the selling shareholders, including certain members of our senior management, are selling shares of our Common Stock. The estimated initial public offering price is between $ and $ per share. We have applied to list our Common Stock on the New York Stock Exchange under the symbol PCB. Per share Total Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds to PlainsCapital Corporation, before expenses $ $ Proceeds to selling shareholders, before expenses $ $ We have granted the underwriters an option for a period of 30 days to purchase from us up to additional shares of Common Stock. We will not receive any proceeds from the sale of shares by the selling shareholders. Following this offering, we will have two outstanding classes of common stock, Common Stock and Original Common Stock. The rights of the holders of the shares of Common Stock and Original Common Stock are identical, except with respect to conversion. Each share of Original Common Stock is convertible at any time at our election into one share of Common Stock. The Original Common Stock also will automatically convert into shares of Common Stock in certain circumstances. See Description of capital stock beginning on page 128. Investing in our Common Stock involves a high degree of risk. See Risk factors beginning on page 8. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The Common Stock is not a deposit or savings account. The Common Stock is not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. J.P. Morgan Sole book-running manager Macquarie Capital Keefe, Bruyette & Woods Stephens Inc. , 2010 Table of Contents We have an expanding footprint in the Texaplex, the geographic region encompassing Dallas-Fort Worth, Houston, San Antonio and Austin. Of the 24 million Texas residents, four out of five live inside this region according to GMAC Real Estate. The Texaplex is projected to grow by 14 million people by the year 2030 according to GMAC Real Estate and represents the primary focus of our geographic growth efforts. We also benefit from having our headquarters and a strong presence in Dallas. The Dallas-Fort Worth region ranks second for revenue generated from Fortune 500 companies and fourth nationally in the number of Fortune 500 corporate headquarters according to the North Texas Commission. To capture opportunities in this region, the Bank has 14 branches in the Dallas-Fort Worth market with $1.17 billion in deposits as of June 30, 2010. In addition, we are a leader in the Lubbock market, with approximately $1.0 billion in deposits and a 19.2% deposit market share as of June 30, 2009. In the Lubbock market, we employ a traditional community bank marketing strategy. Our Lubbock deposit base has provided dependable funding for our historical growth. Although each of our segments generated most of its revenue from within Texas during 2009, our mortgage origination and financial advisory segments also operate in markets outside of Texas. We intend to expand our existing footprint into other markets. Business and growth strategies We intend to grow by employing the following business strategies: Focus on medium-sized businesses owned and operated by high net worth individuals. Unlike many of our competitors, the Bank has, with the exception of the Lubbock market, foregone a branch intensive, mass marketing retail strategy. Rather, we have focused, and we will continue to focus, the Bank s growth efforts on privately held businesses with $5 million $250 million in annual revenue. Often through a banking relationship with these types of businesses, we also develop business relationships with associated high net worth individuals and affluent households. Emphasize customer responsiveness and personalized service. We provide clients with prompt, local decision-making concerning their borrowing and other financial needs. We entrust our experienced leadership teams with the authority and flexibility to enable us to implement and maintain the most effective solutions personalized for our customers. As a result, we intend to continue to capitalize on attracting new customers from our competitors who have not adequately met the dynamic and fast-paced financial needs of entrepreneurs and middle market businesses. As an example of our personalized services, our staff of couriers bring branch banking services to our business customers and other select high net worth customers. Cross-sell products and realize operational synergies among our three businesses. We intend to continue to identify products and services to cross-sell to customers among our business segments. In addition, we expect to increase revenues by continuing to realize synergies among our three business segments. For example, the Bank provides our mortgage origination segment with a consistent source of funding, and First Southwest s correspondent clearing business represents a dependable and significant source of deposits for the Bank. Target hiring of experienced professionals that fit with our culture. We intend to continue to hire and retain highly experienced and qualified banking and financial professionals with successful track records and, for account managers, established relationships within our target customer population. Our historical growth has primarily been the result of hiring experienced bankers rather than acquiring banks. Our success has resulted from our knowledge of, and relationships with, our clients that our bankers have developed over time. We believe this knowledge and these relationships have enabled us to mitigate many of the credit difficulties that our competitors have experienced. Corporate information Our principal executive office is located at 2323 Victory Avenue, Suite 1400, Dallas, TX 75219. Our telephone number is (214) 252-4100 and our corporate website address is www.plainscapital.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on, or accessible through, our website as part of this prospectus. Table of Contents MARKETS OF PRINCIPAL SUBSIDIARIES * PlainsCapital Bank Cayman Islands location not pictured. Table of Contents The offering The following summary of the offering contains basic information about the offering and the Common Stock and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the Common Stock, please refer to the section of this prospectus entitled Description of capital stock. Common Stock offered: By PlainsCapital Corporation shares. shares if the underwriters exercise their over-allotment option in full. By the selling shareholders shares. Total Common Stock offered shares. Common Stock to be outstanding immediately after this offering: Common Stock shares. shares if the underwriters exercise their over-allotment option in full. Original Common Stock shares.1 Total shares shares. Use of proceeds We estimate that our net proceeds from this offering, after deducting underwriting discounts, commissions and offering expenses, will be approximately $ , or approximately $ if the underwriters exercise their over-allotment option in full, based on an assumed initial offering price of $ per share (the midpoint of the estimated public offering price set forth on the cover page of this prospectus). We intend to use the net proceeds: first, to redeem for approximately $92 million our Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the Series A and Series B Preferred Stock ) that we issued to the U.S. Department of the Treasury (the U.S. Treasury ) pursuant to the U.S. Treasury s Capital Purchase Program; second, to repay approximately $ million of our existing debt under revolving lines of credit and term loans owed to an affiliate of J.P. Morgan Securities Inc.; and third, the remainder to support and enhance our operations. The approval of the Board of Governors of the Federal Reserve System (the Federal Reserve Board ) is required for the repurchase of these 1 No later than June 30, 2011, each share of Original Common Stock will convert into one share of Common Stock. See Description of capital stock. Table of Contents Series A and Series B Preferred Stock. We do not know when, or if, we will receive such approval. If we do not receive the necessary regulatory approval to repurchase the Series A and Series B Preferred Stock, or our Board of Directors subsequently determines not to repurchase the Series A and Series B Preferred Stock, then we intend to use approximately $ million of the net proceeds of the offering to repay existing debt owed to an affiliate of J.P. Morgan Securities Inc. and to use the remaining net proceeds to support and enhance operations. We will not receive any proceeds from the sales of our Common Stock by the Selling Shareholders.

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+PROSPECTUS SUMMARY This summary highlights key aspects of our business that are described more fully elsewhere in this prospectus. This summary does not contain all of the information which you should consider before making an investment decision. You should read this entire prospectus carefully, including "Risk Factors" and the consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this prospectus. In this prospectus, the Company, we, us, and our refer to Safe Technologies International, Inc. The Company We are a technology solutions company. Until late 2009, our operations consisted of providing website hosting operations through our subsidiary, Internet Associates International, Inc. In late 2009, we began the development of new business lines within the Company related to IT solutions, including a full suite of application hosting, monitoring and remote solution services. In early 2010, we began offering an integrated suite of unified backup and remote disaster recovery services, predictive office network health analytics and remote IT support solutions. We are initially targeting this product to small to medium sized businesses. We plan to introduce security, data storage and systems management solutions to help businesses secure and manage their information on a hosted basis. Today, generally, the facilities required (servers, routers, switches, firewalls, cabinets, software, wiring, etc.) to deliver IT services is either (a) purchased and managed by the customer ( do it yourself ) (b) outsourced, where businesses transfer full responsibility for their IT operations or (c) hosted , whereby customers are provided with a full suite of customized services to deliver a simpler, more cost competitive solution to meet their unique IT needs. We believe that our value-centric services will provide customers with mission critical support while also adding significant value to their business. Current new sales activity is a result of leads generated from the Company s website, which we continue to develop and invest resources into. Our strategy is to provide hosted software and services to secure and manage the connected world of our customers against risks in a complete and cost-efficient manner. We believe that the security, storage and systems management markets are converging as businesses increasingly seek one solution to manage their most valuable asset their information. We help businesses ensure that their information and infrastructures are protected, managed easily, and controlled automatically. See DESCRIPTION OF BUSINESS. As a result of the above described initiatives, we have emerged as a technology solutions company that specializes in providing managed IT services including mission-critical data hosting, disaster recovery and Total Office solutions which are provided on an outsourced, rapidly-deployed fixed cost basis to small and medium sized businesses. Our Strategic Data Support ( SDS ) brand provides easily-deployed custom solutions that create significant cost efficiencies, dependable network functionality and complete redundancy through our disaster recovery facilities. Our focus is on reliable, scalable and affordable services in order to provide a clear value to our customers. We strive to earn client trust by providing superior service, support and uncompromised standards in order to differentiate ourselves from our competitors. Our goal is to help organizations define and execute technology solutions to deliver a simpler, more cost effective solution to meet their unique IT needs. We possess a broad range of skills that equip us to deliver the right solution. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock offered hereby(1) 120,000,000 $ .00955 $ 1,146,000 $ 81.71 (1) In accordance with Rule 457(c), the registration fee is calculated based upon the average of the high and low prices as of September 20, 2010. 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. There are a multitude of competitors providing various fragmented and isolated solutions for the IT issues our products address. Accordingly, our success depends on our ability to provide integrated, seamless and easily-deployed solutions at a lower cost. We believe we have such solutions. See DESCRIPTION OF BUSINESS - Competition. We are a Delaware corporation, and our headquarters are located at 1200 N. Federal Highway, Suite 200, Boca Raton, FL 33432. Our telephone number is 866-297-5070. The Offering Shares to be Issued by the Company. The 80,000,000 shares of our common stock to be sold by the Company will be sold to Kodiak Capital Group, LLC ( Kodiak ) pursuant to an Investment Agreement we have entered into with Kodiak (the Equity Facility ). We will sell the shares to Kodiak from time to time over the 36-month term of the Equity Facility pursuant to puts which we will make to Kodiak as we need capital to implement our business plan. Kodiak s purchase price for the shares covered by each put will be ninety-four percent (94%) of the lowest daily volume weighted average price of our common stock during the five trading days after the date of our put notice to Kodiak. The amount we may put to Kodiak at any one time is limited to the lesser of 200% of our average daily trading volume in dollars, $250,000, or an amount that will not cause Kodiak s ownership of our stock to exceed 4.99%. Because of the 4.99% ownership limitation, we will not be able to make further puts under the Equity Facility if Kodiak already owns approximately 16,600,000 shares of our stock. Based on the $.0341 closing price of our stock on November 15, 2010, the approximately 16,600,000 shares would provide only approximately $532,000 of net proceeds to us. As a result, Kodiak will need to sell the stock acquired from us in order for us to be able to access the bulk of the funds available under the Equity Facility. We expect to sell to Kodiak the entire $5,000,000 of stock committed to by Kodiak, but the sales are expected to take place over the three - year term of the Equity Facility. The actual number of shares that will be issued to Kodiak under the Equity Facility will depend upon the average market price of our stock at the time of our puts to Kodiak. If the average market price of our stock for all puts made under the Equity Facility is not at least $.0665, we would need to issue more than 80,000,000 shares to receive the entire $5,000,000 available under the Equity Facility. Based on the closing price of the Company s common stock as of November 15, 2010, the total number of shares issuable under the Equity Facility would be approximately 156,000,000 shares which, if issued, would represent approximately 33% of the total shares of common stock outstanding after the issuance. If the purchase price for any put, as calculated under the Equity Facility , is lower than a floor price specified by us in our put notice, then we may withdraw that put. This allows us some measure of control over the price at which our stock is sold to Kodiak and, therefore, the number of shares issued.

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+PROSPECTUS SUMMARY The following summary contains basic information about us and the rights offering contained elsewhere in this Prospectus or incorporated by reference in this Prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before making a decision to invest in shares of our common stock, you should read this Prospectus carefully, including the documents incorporated by reference, which are described under Incorporation by Reference of Certain Documents . You should also carefully consider, among other things, the matters discussed in the sections entitled Risk Factors and The Rights Offering. Our Company We are a clinical research organization ( CRO ) that engages in the design and management of complex clinical trials for the pharmaceutical and biotechnology industries. Our mission is to provide our clients with high-quality, full-service support for their clinical trials. We offer therapeutic expertise, experienced team management and advanced technologies. Our clients consist of some of the largest companies in the pharmaceutical and biotechnology industries. From protocol design and clinical program development, to proven patient recruitment, to managing the regulatory approval process, we have the resources to directly implement or manage Phase I through Phase IV clinical trials. We offer a broad range of clinical research and development services supporting Phase I through Phase IV clinical trials, such as strategic trial planning, project management, monitoring, data management and biostatistics, pharmacovigilance, medical writing, quality assurance, and outsourcing of clinical staff. We have clinical trial experience across a wide variety of therapeutic areas, such as cardiovascular, nephrology, endocrinology/metabolism, hematology, diabetes, neurology, oncology, immunology, vaccines, infectious diseases, gastroenterology, dermatology, hepatology, rheumatology, urology, ophthalmology, women s health and respiratory medicine. The mix of projects is subject to change from year to year. We were initially incorporated in August 1998 in Nevada. In June 2002, we changed our state of incorporation to Delaware. In November 2006, we changed our name from Covalent Group, Inc. to Encorium Group, Inc. Prior to November 2006, the Company generally conducted the majority of its operations in the U.S. while utilizing strategic partnerships with foreign CROs for the provision of services internationally. On November 1, 2006, the Company acquired its wholly-owned subsidiary, Encorium Oy, a CRO founded in 1996 in Finland with offices in offices in Espoo, Turku, Tampere, Oulu and Sein joki (Finland), Copenhagen (Denmark), Tallinn (Estonia), Vilnius (Lithuania), Stockholm (Sweden), Bucharest (Romania), Warsaw (Poland), and Ankara (Turkey). Subsequent to the acquisition of Encorium Oy in 2006 the Company managed all of its North American and South American clinical trial studies from its headquarters in Wayne, Pennsylvania and its European and Asian clinical trial studies from Encorium Oy s facilities in Espoo, Finland. As a result of declining revenues and increased expenses with respect to the Company s U.S. line of business, on July 16, 2009 the Company sold substantially all of the assets relating to the Company s US line of business to Pierrel Research USA, Inc., as a result of which the Company no longer has any employees or significant operations in the United States. On July 19, 2010 the Company acquired Progenitor Holding AG, a corporation organized in Switzerland ( Progenitor Holding ) and its operating subsidiaries organized in Mexico, Panama, Argentina, Chile, Switzerland, India and Hong Kong (collectively referred to herein as Progenitor ). Progenitor is a European headquartered emerging market clinical research organization providing international drug development services in emerging market regions. Pursuant to the terms of a Stock Purchase Agreement dated July 19, 2010, the Company purchased from the shareholders of Progenitor Holding all of issued and outstanding shares of Progenitor Holding. On closing of the transaction, the Company paid to the former shareholders of Progenitor Holding EURO 800,000 and an additional EURO 300,000 on July 27, 2010. In addition, the former shareholders of Progenitor Holding will be entitled to the additional compensation as follows: Sixty days after July 19, 2010, the former shareholders of Progenitor Holding are entitled to receive common stock of the Company having an aggregate value of EURO 375,000, with each share being valued at the greater of (i) the average daily closing price of the Company s common stock on the Nasdaq Capital Market for the thirty consecutive trading days after July 19, 2010 or (ii) $2.50, which we refer to as the Closing Stock Consideration . For purposes of calculating the Closing Stock Consideration the USD share value shall be translated to EUROs using the exchange rate of USD 1.292 : EURO 1.00. ENCORIUM GROUP, INC. (Exact name of registrant as specified in its charter) On or prior to April 30, 2011 (or at a later date if the dispute resolution provisions of the transaction documentation are required to determine the 2010 earnout consideration) and subject to any amount due from the former shareholders of Progenitor Holding to the Company pursuant to transaction documentation, the former shareholders of Progenitor Holding will be entitled to receive an additional number of shares of the Company s common stock, which we refer to as the 2010 earnout consideration, based on Progenitor Holding s consolidated earnings before interest, taxes, depreciation and amortization for the fiscal year ending December 31, 2010, calculated under U.S. GAAP, which we refer to as 2010 EBITDA, as follows: o If 2010 EBITDA is equal to or greater than EURO 400,000, the 2010 earnout consideration shall be as follows: (A) a cash payment equal to 70% of the amount obtained by multiplying 2.2 by the 2010 EBITDA, and (B) the number of shares of common stock of the Company equal to 30% of the quotient obtained by dividing (1) the amount obtained by multiplying 2.2 by the 2010 EBITDA by (2) the greater of the average daily closing price of the Company s common stock from December 1, 2010 to February 28, 2011 or $3.00. For purposes of calculating the 2010 earnout consideration, the USD share value shall be translated to EUROs using the average daily exchange rate for the period January 1, 2010 to December 31, 2010. o If 2010 EBITDA is equal to or greater than EURO 200,000 but less than EURO 400,000, the 2010 earnout amount shall be as follows: (A) a cash payment equal to 70% of the amount obtained by multiplying 1.5 by the 2010 EBITDA, and (B) the number of shares of common stock of the Company equal to 30% of the quotient obtained by dividing (1) the amount obtained by multiplying 1.5 by the 2010 EBITDA by (2) the greater of the average daily closing price of the Company s common stock from December 1, 2010 to February 28, 2011 or $3.00. For purposes of calculating the 2010 earnout consideration, the USD share value shall be translated to EUROs using the average daily exchange rate for the period January 1, 2010 to December 31, 2010. o If 2010 EBITDA is less than EURO 200,000, the 2010 earnout consideration shall be zero. On or prior to February 28, 2012 (or at a later date if the dispute resolution provisions of the transaction documentation are required to determine the 2011 earnout consideration) and subject to any amount due from the former shareholders of Progenitor Holding to the Company pursuant to the transaction documentation, the former shareholders of Progenitor Holding will be entitled to receive an additional number of shares of our common stock, which we refer to as the 2011 earnout consideration, based on Progenitor s consolidated earnings before interest, taxes, depreciation and amortization for the fiscal year ending December 31, 2011, calculated under U.S. GAAP, which we refer to as 2011 EBITDA, as follows: Delaware 8731 56-1668867 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.) 435 Devon Park Drive, Building 500, Wayne, Pennsylvania 19087 484-588-5400 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) o if 2011 EBITDA is equal to or greater than EURO 450,000, the 2011 earnout consideration shall be as follows: (A) a cash payment equal to 70% of the amount obtained by multiplying 2.2 by the 2011 EBITDA, and (B) the number of shares of common stock of the Company equal to 30% of the quotient obtained by dividing (1) the amount obtained by multiplying 2.2 by the 2011 EBITDA by (2) the greater of the average daily closing price of the Company s common stock from December 1, 2011 to February 28, 2012 or $3.00. For purposes of calculating the 2011 earnout consideration, the USD share value shall be translated to EUROs using the average daily exchange rate for the period January 1, 2011 to December 31, 2011. o if 2011 EBITDA is equal to or greater than EURO 250,000 but less than EURO 450,000, the 2011 earnout consideration shall be as follows: (A) a cash payment equal to 70% of the amount obtained by multiplying 1.5 by the 2011 EBITDA, and (B) the number of shares of common stock of the Company equal to 30% of the quotient obtained by dividing (1) the amount obtained by multiplying 1.5 by the 2011 EBITDA by (2) the greater of the average daily closing price of the company s common stock from December 1, 2011 to February 28, 2012 or $3.00. For purposes of calculating the 2011 earnout consideration, the USD share value shall be translated to EUROs using the average daily exchange rate for the period January 1, 2011 to December 31, 2011. o If 2011 EBITDA is less than EURO 250,000, the 2011 earnout consideration shall be zero. subject to any amounts due from the former shareholders of Progenitor Holding to the Company, eighteen months after July 19, 2010 the Company shall (i) pay, or cause to be paid to the former shareholders of Progenitor Holding, the sum of EURO 150,000 and (ii) issue to the former shareholders of Progenitor Holding common stock of the Company having an aggregate value of EURO 75,000, with each share being valued at the greater of (A) the average daily closing price of the Company s common stock on the Nasdaq Capital Market for the thirty consecutive trading days after the date of Closing or (B) $2.50 (which we refer to herein as the Holdback Amount ). Under the terms of transaction documentation, the consideration payable to the former shareholders of Progenitor described above is subject to the following post-closing adjustment: Within 60 days following July 19, 2010, the Company shall prepare and deliver to the former shareholders of Progenitor Holding an unaudited balance sheet of Progenitor Holding as of July 19, 2010, which shall include a statement of the working capital of Progenitor Holding (on a consolidated basis). In the event Progenitor Holding s working capital is less than EURO 100,000 the deficiency shall be offset from the Holdback Amount. In the event Progenitor Holding s working capital is greater than EURO 100,000, then the Company will pay the former shareholders of Progenitor Holding any surplus within 5 days of determination of the amount due. Philip L. Calamia Encorium Group, Inc. Chief Financial Officer 435 Devon Park Drive, Building 500, Wayne, Pennsylvania 19087 484-588-5400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of communications to: Jason M. Shargel Cozen O'Connor 1900 Market Street Philadelphia, Pennsylvania 19103 215-665-6914 On February 16, 2010, the Company effected a one-for-eight reverse split of its Common Stock effective at 5 PM Eastern Time on February 16, 2010. The Company implemented the reverse stock split under the authority granted to the Board of Directors by the Company's stockholders at the annual meeting of stockholders held on January 8, 2010, to affect a reverse stock split of the Company's Common Stock, par value $0.001 per share, at a ratio within a range of from one-for-three to one-for-ten shares. As a result of the reverse stock split, each eight shares of issued and outstanding shares of the Company s Common Stock, were combined and reconstituted as one share of Common Stock, par value $0.001 per share, of the Company. The reverse stock split reduced the number of outstanding shares of Common Stock from 27,105,383 shares to 3,388,173 shares. All fractional shares which would have otherwise resulted from the reverse stock split were rounded up to the nearest whole share in lieu of fractional shares. The Company is currently listed on The NASDAQ Capital Market. On August 25, 2009, the Company received a letter from The NASDAQ Stock Market notifying the Company that, based on its Form 10-Q for the period ended June 30, 2009, the Company s stockholders equity did not comply with the minimum $2.5 million stockholders equity requirement for continued listing on The NASDAQ Capital Market. As provided in the NASDAQ Marketplace Rules, the Company submitted to NASDAQ a plan and timeline to achieve and sustain compliance. NASDAQ granted the Company an extension until December 8, 2009 to comply and notified Company that, if at the time of its periodic report for the year ending December 31, 2009, the Company did not evidence compliance; the Company s common stock may be subject to delisting. As of December 31, 2009 the stockholders' equity of the Company was $2.3 million, which failed to meet the $2.5 million minimum stockholders equity requirement. The Company received a delisting action on April 22, 2010 from the NASDAQ Stock Market notifying the Company of its failure to comply with the requirement. In accordance with the terms of the Market Place Rules, the Company requested a hearing before the NASDAQ Listing Qualifications Panel. The Company met with the NASDAQ Listing Qualifications Panel on June 10, 2010 and presented its plan of compliance which was substantially based on its acquisition of Progenitor and the successful completion of the rights offering pursuant to this Prospectus. On July 9, 2010 the Listing Qualifications Panel granted the Company s request for continued listing, subject to certain conditions, including that on or before October 19, 2010, the Company must disclose the closing of the rights offering and the resulting stockholders equity which must be at least $2.5 million and provided that the Company is able to demonstrate compliance with all other requirements for continued listing on The Nasdaq Capital Market. If the rights offering is not fully subscribed, the Company may not be able to meet the $2.5 million stockholders equity requirement and the Company s stock will be delisted from the Nasdaq Capital Market. In the event the Company's stock is ultimately delisted, the Company anticipates that its common stock would be eligible to trade on the OTC Bulletin Board or in the "Pink Sheets." However, securities may become eligible for such trading only if a market maker makes application to register and quote the security in accordance with SEC Rule 15c2-11, and such application is cleared. Only a market maker may file such application. See Risk Factors for a discussion of some of the risks involved in investing in our shares of common stock. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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 check the following box: x If this Form is filed to register additional shares 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. The Company s strategy is to continue to enhance its reputation as a superior provider of CRO services by providing its clients with exceptional performance ensuring that they achieve their goals on-time, on-budget and with superlative quality. This year has been a challenging one for the CRO industry, for the Company and for its customers. The Company and the biopharmaceutical industry as a whole have been profoundly affected by the negative conditions in the global economy. In the near term, the Company s strategy is to continue to adapt to the current changes in the biopharmaceutical industry and to continue to stabilize the Company s operations by focusing on business development and reduction of expenses. The Company s longer term strategy is to become the world s leading vaccine CRO with a primary focus on immunology and oncology. The Company s recent acquisition of Progenitor Holding was a key step in implementing this strategy. Together the organizations have been involved in over 70 vaccine and infectious disease trials with over 50,000 patients recruited in recent years. The acquisition of Progenitor also allows the Company to offer its clients access to the value of conducting clinical trials in emerging markets such as Latin America, India and Asia Pacific. The Company has had additional recent successes in implementing its strategy of becoming the world s leading vaccine CRO. The Company was able to increase its vaccine business by approximately 150% during 2009 as compared to 2008. In addition, during 2009, the Company was one of only seven leading CROs nominated and shortlisted for the Second Annual Vaccine Industry Excellence Award for Best Contract Research Organization. With vaccine development as one of the Company s primary focuses, the Company will continue to focus on global expansion through organic growth, acquisition and the formation of strategic partnerships into certain key emerging markets. In addition, the Company believes it will be necessary to market its services in the U.S. again but, in an effort to minimize risk, the Company currently plans to expand in the U.S. through strategic partnerships, as opposed to acquisition. Our principal executive office is located at 435 Devon Park Drive, Building 500, Wayne, Pennsylvania 19087. Our telephone number at that address is 484-588-5400. Our website is located at http://www.encorium.com. Information contained on our web site does not constitute a part of this Prospectus. The Rights Offering Securities Offered We are distributing to you, at no charge, one subscription right to purchase one share of our common stock for every share of our common stock that you owned as of 5:00 p.m., Eastern Time, on August 11, 2010, the record date, either as a holder of record or, in the case of shares held of record by brokers, dealers, custodian banks or other nominees on your behalf, as a beneficial owner of those shares. In addition, we are distributing an additional 54,633 rights to purchase common stock to a warrant holder on the same terms as being offered to our stockholders under this rights offering. If the rights offering is fully subscribed, we expect the gross proceeds from the rights offering will be $5,952,015. Basic subscription rights The basic subscription right will entitle you to purchase one share of our common stock for each share you owned as of the record date, at a subscription price of $1.75 per share. Over-subscription privilege If you purchase all of the shares available to you pursuant to your basic subscription rights, you may also choose to subscribe for a portion of any shares that are not purchased by our stockholders through the exercise of their basic subscription rights. You may subscribe for shares pursuant to this over-subscription privilege, subject to the purchase and ownership limitations described below. We will not issue fractional shares. Instead, we will round up any fractional rights to the nearest whole right, or any resulting fractional shares to the nearest whole share. 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) Small reporting company x CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered (1) Amount to be Registered (Shares) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Rights to purchase shares of Common Stock, no par value (2) 3,401,151 $ 0.00 Common Stock, par value $0.001 per share, underlying the rights 3,401,151 $ 1.75 $ 5,952,015 $ 425 (1) This registration statement relates to (a) the subscription rights to purchase Common Stock and (b) the shares of Common Stock deliverable upon the exercise of the subscription rights pursuant to the rights offering described in this Registration Statement on Form S-1. (2) The subscription rights are being issued without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect to the subscription rights being offered hereby since the subscription rights are being registered in the same registration statement as the securities to be offered pursuant thereto. (3) Previously paid. Limitation on the Purchase of Shares You may only purchase the number of whole shares of common stock purchasable upon exercise of the number of basic subscription rights distributed to you in the rights offering, plus the maximum amount of over- subscription privilege shares available, if any. Accordingly, the number of shares of common stock that you may purchase in the rights offering is limited by the number of shares of our common stock you held on the record date and by the extent to which other stockholders exercise their subscription rights and over-subscription privileges, which we cannot determine prior to completion of the rights offering. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the opinion of our counsel, be unlawful. Subscription Price $1.75 per share. Record Date 5:00 p.m., Eastern Time, on August 11, 2010. Expiration of the Rights Offering 5:00 p.m., Eastern Time, on September 30, 2010. Use of Proceeds The purpose of this rights offering is to raise equity capital in a cost-effective manner that allows all stockholders to participate. We currently intend to use the estimated net proceeds from the sale of these securities for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire businesses that we believe are complementary to our own or for repayment of approximately $3.6 million principal amount outstanding of certain indebtedness of the Company. We have not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes. We expect that the total purchase price of the shares offered in this rights offering to be $5,952,015, assuming full participation. Transferability of Rights The subscription rights are not transferable. Participation of Directors and Executive Officers Certain of our officers and directors currently hold shares of Encorium common stock and, as such, are eligible to participate in this rights offering. However, we cannot guarantee to you that any of them will exercise their rights to purchase any shares. See The Rights Offering-Directors and Executive Officers Participation. No Revocation All exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares at a subscription price of $1.75 per share. 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. U.S. Federal Income Tax Consequences For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of a subscription right. You should consult your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the subscription rights in light of your particular circumstances. Extension and Cancellation Although we do not presently intend to do so, we have the option to extend the rights offering for additional periods. Our board of directors may for any reason cancel the rights offering at any time before the expiration date. If we cancel the rights offering, the subscription agent will return all subscription payments promptly, without interest or penalty. Procedures for Exercising Rights To exercise your subscription rights, you must take the following steps: If you are a registered holder of our common stock, you must deliver payment and a properly completed rights certificate to the subscription agent to be received before 5:00 p.m., Eastern Time, on September 30, 2010. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank or other nominee, you should instruct your broker, dealer, custodian bank or other nominee to exercise your subscription rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on September 30, 2010. How Foreign Stockholders and Other Stockholders Can Exercise Rights The subscription agent will not mail rights certificates to you if you are a stockholder whose address is outside the United States or if you have an Army Post Office or a Fleet Post Office address. Instead, we will have the subscription agent hold the subscription rights certificates for your account. To exercise your rights, you must notify the subscription agent prior to 11:00 a.m., Eastern time, at least three business days prior to the expiration date, and establish to the satisfaction of the subscription agent that it is permitted to exercise your subscription rights under applicable law. If you do not follow these procedures by such time, your rights will expire and will have no value. Subscription Agent American Stock & Transfer Company, LLC Information Agent Alliance Advisors, LLC Shares Outstanding Before the Rights Offering 3,346,518 shares of our common stock were outstanding as of August 10, 2010. Shares Outstanding After Completion of the Rights Offering Assuming all shares are sold in the rights offering, we expect approximately 6,941,469 shares of our common stock will be outstanding immediately after completion of the rights offering, which includes the maximum number of shares issuable on September 19, 2010 to the former shareholders of Progenitor Holding. Fees and Expenses We will pay the fees and expenses related to the rights offering. The Nasdaq Capital Market Our shares of common stock are currently listed for trading on The Nasdaq Capital Market under the ticker symbol ENCO. Corporate Information Our principal executive offices are located at 435 Devon Park Drive, Building 500, Wayne, Pennsylvania. Our Internet address is www.encorium.com. We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information contained on our website is not part of this Prospectus. ENCORIUM GROUP, INC. 3,401,151 SHARES OF COMMON STOCK SUBSCRIPTION RIGHTS TO PURCHASE AN AGGREGATE OF UP TO 3,401,151 SHARES OF COMMON STOCK AT $1.75 PER SHARE We are distributing, at no charge, to holders of our common stock subscription rights to purchase up to 3,401,151 shares of our common stock. We refer to this offering as the rights offering. In the rights offering, you will receive one subscription right for each full share of common stock owned at 5:00 p.m., Eastern Time, on August 11, 2010, the record date of the rights offering. Each subscription right will entitle you to purchase one share of our common stock at a subscription price of $1.75 per share, which we refer to as the basic subscription right. If you fully exercise all of your basic subscription rights, and other stockholders do not fully exercise their basic subscription rights, you will be entitled to exercise an over-subscription privilege to purchase a portion of the unsubscribed shares at the same price of $1.75 per share, subject to proration and subject, further, to reduction by us under certain circumstances. To the extent you properly exercise your over-subscription privilege for an amount of shares that exceeds the number of the unsubscribed shares available to you, any excess subscription payments will be returned promptly, without interest or penalty. The subscription rights may not be sold or transferred except to affiliates of the recipient and by operation of law. The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on September 30, 2010, but we may extend the rights offering for additional periods ending no later than October 15, 2010. Our board of directors may cancel the rights offering for any reason at any time before it expires. If we cancel the rights offering, all subscription payments received will be returned promptly, without interest or penalty. We have agreed with American Stock Transfer & Trust Company, LLC to serve as the subscription agent for the rights offering. The subscription agent will hold in escrow the funds we receive from subscribers until we complete or cancel the rights offering. We have agreed with Alliance Advisors, LLC to serve as information agent for the rights offering. OUR BOARD OF DIRECTORS IS NOT MAKING A RECOMMENDATION REGARDING YOUR EXERCISE OF THE SUBSCRIPTION RIGHTS. You should carefully consider whether to exercise your subscription rights before the rights offering expires. All exercises of subscription rights are irrevocable. THE PURCHASE OF SHARES OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD READ CAREFULLY THE SECTION ENTITLED RISK FACTORS BEGINNING ON PAGE 17 OF THIS PROSPECTUS. Our common stock is traded on The NASDAQ Capital Market under the symbol ENCO. The last reported sales price of our common stock on August 19, 2010 was $2.45 per share. The shares of common stock issued in the rights offering will also be listed on The NASDAQ Capital Market under the same ticker symbol. There is currently no market for the subscription rights and none is expected to develop after this offering. This is not an underwritten offering. Our shares of common stock are being offered directly by us without the services of an underwriter or selling agent. PER SHARE AGGREGATE Subscription Price $ $1.75 $ 5,952,015 Estimated Expenses $ .069 $ 236,000 Net Proceeds to Encorium $ 1.68 $ 5,716,015 If you have any questions or need further information about this rights offering, please call Alliance Advisors, LLC our information agent for the rights offering, at 866-458-9858. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Our securities are not being offered in any jurisdiction where the offer is not permitted under applicable local laws.

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+S-1 1 ds1.htm FORM S-1 REGISTRATION STATEMENT AND POS-EFFECTIVE AMENDMENT NO.3 TO FORM S-1 Form S-1 Registration Statement and Pos-Effective Amendment No.3 to Form S-1 As filed with the Securities and Exchange Commission on April 13, 2010 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 Registration Statement and Post-Effective Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAR Auction Services, Inc. and the Guarantor Registrants Listed in the Table Below (Exact name of registrant as specified in its charter) Delaware 5010 20-8744739 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 13085 Hamilton Crossing Boulevard Carmel, Indiana 46032 (800) 923-3725 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Rebecca C. Polak, Esq. Executive Vice President, General Counsel and Secretary KAR Auction Services, Inc. 13085 Hamilton Crossing Boulevard Carmel, Indiana 46032 (317) 815-9135 (317) 249-4518 (facsimile) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Gregory A. Fernicola, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 (212) 735-2000 (facsimile) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. 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 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, 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 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Floating Rate Senior Notes due 2014 (1) (1) (1) (2) 8 3 /4% Senior Notes due 2014 (1) (1) (1) (2) 10% Senior Subordinated Notes due 2015 (1) (1) (1) (2) Guarantees of Floating Rate Senior Notes due 2014 (1) N/A N/A (3) Guarantees of 8 3/4% Senior Notes due 2014 (1) N/A N/A (3) Guarantees of 10% Senior Subordinated Notes due 2015 (1) N/A N/A (3) (1) An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by Goldman Sachs & Co. (2) Pursuant to Rule 457(q) under the Securities Act of 1933, as amended, no filing fee is required. (3) Pursuant to Securities Act Rule 457(n), no separate registration fee is payable with respect to the guarantees. 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 the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Prospectus Page Where You Can Find More Information ii Industry and Market Data ii Defined Terms iii Combination of ADESA and IAAI iv Summary 1

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY 
+
+This summary highlights selected information contained elsewhere in this prospectus and may not contain all the information that you
+need to consider in making your investment decision. Before making a decision to purchase our common stock, you should read the entire prospectus carefully, including the Risk Factors and Forward-Looking Statements sections,
+and the documents incorporated by reference, as listed in Incorporated by Reference . 
+ Our Company 
+
+As of September 30, 2010, with 76 Morton s steakhouses, we are the world s largest owner and operator of company-owned
+upscale steakhouse restaurants. This conclusion is based on the number of restaurants owned and operated by us as compared to our known competitors. In 1978, we opened the original Morton s in downtown Chicago, and since then have expanded to
+76 Morton s steakhouses, including 71 domestic restaurants located in 64 cities across 26 states and San Juan, Puerto Rico, along with five international locations Hong Kong, Macau, Mexico City, Singapore and Toronto. We own and operate
+all of our restaurants and we do not have any franchisees. During fiscal 2009, we opened and began operating restaurants in Mexico City, Mexico (through a joint venture structure) and Miami Beach, Florida. We also own and operate one Italian
+restaurant, Trevi, which is located next to the Fountain of the Gods at The Forum Shops at Caesars in Las Vegas, NV. Trevi features caf dining with elaborate street lamps surrounding a fountain and a walk-up gelato/espresso bar.
+The menu features classic Italian favorites and a selection of new dishes. 
+ Our Morton s steakhouses offer premium
+quality steak, featuring USDA prime aged beef in the United States, fresh fish, lobster and chicken, complemented by a fully stocked bar and an extensive premium wine list that offers approximately 200 selections in all restaurants and a broader
+list of approximately 500 wines in selected restaurants. Due to restrictions imposed on the import of U.S. beef, Morton s steakhouses in Asia feature both USDA prime aged beef and comparable high quality aged beef. Management believes the high
+quality non-U.S. aged beef closely mirrors domestic standards and specifications. Our menu, and its tableside presentation by our servers, is designed to highlight our focus on quality while presenting sufficient menu options to appeal to a wide
+range of taste preferences. 
+ We own or have the rights to various trade names, trademarks and service marks, including
+Morton s, Morton s of Chicago, Morton s The Steakhouse and Trevi. 
+ Our Corporate Information 
+
+Our principal executive office is located at 325 North LaSalle Street, Suite 500, Chicago, Illinois 60654, and our telephone number at
+that location is (312) 923-0030. Our corporate website address is www.mortons.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on, or
+accessible through, our website as part of this prospectus.

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+detail later in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read the more detailed information set out in this prospectus, especially the risks related to our business and investing in our common stock that we discuss under the heading Risk Factors, as well as the consolidated financial statements and related notes appearing elsewhere in this prospectus. References in this prospectus to we, us, our, the Company, our Company and IntegraMed refer to IntegraMed America, Inc. and its consolidated subsidiaries, unless the context requires otherwise. Our Business We manage highly specialized outpatient centers in emerging, technology-based, niche medical markets. Currently, we are a leading manager of fertility centers and vein clinics in the United States. We believe our network of Partner fertility centers is the largest managed network of fertility centers in the United States, with 66 locations and 100 physicians and PhD scientists, accounting for approximately 14% of the total in vitro fertilization ( IVF ) procedures performed in the United States in 2007, which is the latest period for which third-party data are available. We also believe our vein clinics are the single largest network of vein care providers in the United States. We have a centralized corporate infrastructure that provides clinical and financial information systems, revenue cycle management, sales and marketing services, group purchasing and other operational support functions to our fertility centers and vein clinics. These services remove administrative burdens from the physicians, allowing them more time to practice medicine, which we believe results in increased patient treatment volumes and improved patient care. We also provide physicians access to capital to finance fertility center and vein clinic operations, including access to current technologies and facilities, which we believe aids in patient and physician recruitment. We deliver these services through three operating divisions: Fertility Centers, Consumer Services and Vein Clinics. Our Fertility Centers Division is comprised of 14 contracted fertility centers (including one fertility center in Utah that is scheduled to begin seeing patients in the first quarter of 2010), referred to as our Partner Program, serving 16 metropolitan markets across the United States. The centers provide a wide range of fertility services to patients, including diagnostic testing and fertility treatments such as IVF, intrauterine insemination and surgical correction of anatomical reproductive problems. We receive fees and cost reimbursement from these fertility centers for providing the technology, equipment, facilities, non-physician personnel and support necessary to operate the fertility centers, but we do not employ or control the physicians who provide or direct the treatment of patients. For the nine months ended September 30, 2009, our Fertility Centers Division generated approximately 68% of our revenues and 56% of our contribution. Our Consumer Services Division offers services directly to fertility patients. The division offers a family of programs, including our Attaintm IVF Refund Program and our recently introduced Attain IVF Multi-Cycle Program, collectively referred to as our Attain IVF programs, which are designed to help patients attain their goal of starting a family. IVF treatments are typically paid for out-of-pocket by the patient and a patient usually requires more than one IVF treatment cycle. The average cost of one fresh IVF cycle as of August 2009 was approximately $12,000 according to Marketdata Enterprises, Inc. and, in 2007, the likelihood of a live birth occurring after one fresh IVF cycle was 31% according to the Society for Assisted Reproductive Technology. Our Attain IVF Refund Program allows medically cleared patients to pay an up-front deposit of approximately twice the average cost of a fresh IVF cycle in return for up to six treatment cycles (consisting of three fresh IVF cycles and three frozen embryo transfers) with a specified percentage refund if treatment does not result in a baby. Our Attain IVF Table of Contents Multi-Cycle Program allows all patients, including those who are not medically cleared for our Attain IVF Refund Program, to pay a single fee, which is slightly less than the average cost of two fresh IVF cycles, in return for up to four treatment cycles (consisting of two fresh IVF cycles and two frozen embryo transfers). Our Attain IVF Multi-Cycle Program offers a partial refund under certain circumstances. We provide Attain IVF patients with the improved success rates associated with multiple fertility treatment cycles, as well as increased financial certainty for the IVF process. Additionally, we provide Attain IVF patients with a roadmap for treatment, including patient education, on-going case management and treatment plan monitoring, which provide visibility and ease to the process. In addition to being offered to our Partner fertility centers, the division offers our Attain IVF programs through a contracted network that consisted of 25 independent fertility centers as of September 30, 2009, referred to as our Affiliate Program. Our Affiliate Program allows fertility centers to pay fees to receive selected management and consumer services we provide. The benefits that our fertility centers realize from offering our Attain IVF programs include: allowing patients to commit to multiple fertility treatments, which improves treatment volume and revenues; insulating the centers from refund risk; managing cash and administrative details associated with our Attain IVF programs; and enabling physicians to maintain a traditional fee for service arrangement without the appearance of conflicts of interest that otherwise might arise from self administering a refund program. We bind our Partner and Affiliate fertility centers, which provide the IVF treatments, to abide by the terms of the program through participation agreements that support our packaged pricing model, but we do not employ or control the physicians who provide or direct the treatment of patients. For the nine months ended September 30, 2009, our Consumer Services Division generated approximately 9% of our revenues and 24% of our contribution. Our Vein Clinics Division began operations on August 8, 2007, with the purchase of Vein Clinics of America, Inc. ( VCA ), a company that had been in business since 1981. Our Vein Clinics Division currently operates a network of 34 clinics located in 13 states. These vein clinics provide specialized outpatient treatment for patients suffering from vein diseases and other vein disorders. Our current treatment options are alternatives to more invasive outpatient surgical procedures and include Endovenous Laser Treatment ( ELT ), a minimally invasive laser treatment, and sclerotherapy, which involves injecting veins with a solution designed to immediately shrink and then dissolve such veins over a period of weeks. We offer business services and support to the vein clinics and have a controlling financial interest in their operations. Medical services or treatments are provided to vein clinic patients by physicians who are employed by professional corporations, whose financial condition, results of operations and cash flows are consolidated with our consolidated financial statements. For the nine months ended September 30, 2009, our Vein Clinics Division generated approximately 23% of our revenues and 20% of our contribution. Our Industries We are currently focused on the following industries: Reproductive Medicine. According to a recent industry estimate, approximately 10% of U.S. couples have trouble conceiving. In addition, women are increasingly delaying starting families. In 2006, approximately one out of every 12 first births was to a woman age 35 or older, compared with one out of every 100 first births in 1970, according to the U.S. Centers for Disease Control and Prevention. There are approximately 1,400 practicing reproductive endocrinologists offering fertility services across 480 fertility centers in the United States. Fertility services include diagnostic tests performed on both the female and the male, as well as fertility treatments. Treatment options may include fertility drug therapy, artificial insemination, fertility surgeries to correct anatomical problems and assisted reproduction Table of Contents IntegraMed Centers and Clinics ' IntegraMed Partner Fertility Centers IntegraMed Affiliate Fertility Centers IntegraMed Vein Clinics Table of Contents technology ( ART ) services. Current types of ART services include IVF, frozen embryo transfers and donor egg programs, as well as more specialized treatments. IVF treatments are the most frequently employed form of ART, with 103,367 fresh IVF cycles performed in the United States in 2007. Expenditures relating to fertility services in the U.S. market are estimated at approximately $4 billion for 2008, according to Marketdata Enterprises, Inc. Vein Disease. Common venous diseases and their symptoms can take many forms, including varicose veins, spider veins and venous leg ulcers. We believe that approximately 25 million people are currently affected by vein disease in the United States, but only approximately one million receive treatment for such vein disease. Historically, the most common treatment for vein disease was vein stripping, which is the surgical removal of surface veins that is generally done as an outpatient procedure while the patient is under general anesthesia and which requires an extended recovery time. More recently, minimally invasive alternatives such as ELT and sclerotherapy have been growing as alternatives to invasive surgical options. Annual expenditures related to vein care in the United States are approximately $2 billion and projected to grow 12% per year through 2010, according to our estimates. The U.S. Food and Drug Administration s approval of lasers for thermal ablation of veins and subsequent establishment of an American Medical Association Current Procedural Terminology code for reimbursement by the Centers for Medicare and Medicaid Services has opened this market to rapid growth and development over the last several years. Our Strengths We believe that our strengths include: Leading Network of Fertility Centers. We believe our network of 14 Partner fertility centers is the largest managed network of fertility centers in the United States, with 66 locations and 100 physicians and PhD scientists, accounting for approximately 14% of the total IVF procedures performed in the United States in 2007, which is the latest period for which third-party data are available. Additionally, we are affiliated with four of the top five fertility practices in the United States, based on volume of procedures. Our centralized infrastructure and ability to leverage economies of scale result in our Partner fertility centers demonstrating faster growth than the industry average, based on volume of procedures. Strong and Replicable Vein Clinic Model. We believe our 34 vein clinics are the single largest network of vein care providers in the United States. This network allows for marketing, operational and revenue cycle efficiencies by leveraging resources, knowledge and infrastructure as well as providing a strong base and replicable model for new clinic expansion. Attain IVF Programs. We created our family of Attain IVF programs as innovative offerings for patients of our Partner and Affiliate fertility networks. Marketing for our Attain IVF programs facilitates recruitment and retention of self-pay patients, which comprise the majority of the IVF treatment market. We have developed a sophisticated statistical model and case management program, which we believe allows us to appropriately screen patients for our Attain IVF Refund Program and reduce our financial risk. Our Attain IVF programs are non-capital intensive and generated operating margins of approximately 24% for the nine months ended September 30, 2009. State-of-the-Art Information Systems. We have internally developed, integrated information systems that collect and analyze clinical, patient, financial and marketing data, which TABLE OF CONTENTS Page Summary 1

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+PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere or incorporated by reference in this Prospectus. It does not contain all of the information that is important to you. For a more complete understanding of this offering, you should carefully read the entire Prospectus, the Registration Statement of which this is a part, and the information incorporated by reference in this Prospectus, including the financial statements.

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. It may not contain all the information that may be important to you. You should read the entire prospectus, including the section entitled Risk Factors, and the information to which we refer you and which is incorporated by reference, before making an investment decision. PVF Capital Corp. PVF Capital Corp. is the holding company for Park View Federal Savings Bank. PVF Capital Corp. owns and operates Park View Federal Savings Bank, PVF Service Corporation, a real estate subsidiary, and Mid Pines Land Company, a real estate subsidiary. In addition, the PVF Capital Corp. owns PVF Holdings, Inc., a financial services subsidiary, currently inactive, and two other subsidiaries chartered for future operation, but which are also currently inactive. Park View Federal Savings Bank is a federal stock savings bank operating through seventeen offices located in Cleveland, Ohio and the surrounding communities. PVF Capital Corp. also created PVF Capital Trust I and PVF Capital Trust II for the sole purpose of issuing trust preferred securities. Park View Federal Savings Bank has operated continuously for 89 years, having been founded as an Ohio chartered savings and loan association in 1920. PVF Capital Corp. s main office is located at 30000 Aurora Road, Solon, Ohio 44139 and its telephone number is (440) 248-7171. Park View Federal Savings Bank s principal business consists of attracting deposits from the general public and investing these funds primarily in loans secured by first mortgages on real estate located in its market area, which consists of Portage, Lake, Geauga, Cuyahoga, Summit, Medina and Lorain Counties in Ohio. Park View Federal Savings Bank emphasizes the origination of loans for the purchase or construction of residential real estate, commercial real estate and multi-family residential property and land loans. To a lesser extent, Park View Federal Savings Bank originates loans secured by second mortgages, including home equity lines of credit and loans secured by savings deposits. Park View Federal Savings Bank derives its income principally from interest earned on loans and, to a lesser extent, loan servicing and other fees, gains on the sale of loans and interest earned on investments. Park View Federal Savings Bank s principal expenses are interest expense on deposits and borrowings and noninterest expense such as compensation and employee benefits, office occupancy expenses and other miscellaneous expenses. Funds for these activities are provided principally by deposits, Federal Home Loan Bank advances and other borrowings, repayments of outstanding loans, sales of loans and operating revenues. The business of PVF Capital Corp. consists primarily of the business of Park View Federal Savings Bank. At December 31, 2009, we had total consolidated assets of $869.3 million, total deposits of $682.9 million and total shareholders equity of $53.6 million. Recent Developments Stock Offering. PVF Capital Corp. has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to (i) an offering to current shareholders of non-transferable subscription rights to purchase shares of PVF Capital Corp. common stock and (ii) a concurrent offering of shares of common stock to standby purchasers comprised of certain institutional investors and high net worth individuals (the Rights Offering Registration Statement. ) The Rights Offering Registration Statement was declared effective by the U.S. Securities and Exchange Commission on February 17, 2010. You may obtain a written prospectus for that offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended, by writing to PVF Capital Corp., 30000 Aurora Road, Solon, Ohio 44139, Attention: Jeffrey N. Male, Corporate Secretary. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy the securities covered by the Rights Offering Registration Statement. There will be no sale of the securities described in the Rights Offering Registration Statement in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. Table of Contents Regulatory Restrictions. On October 19, 2009, PVF Capital Corp. and Park View Federal Savings Bank each entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist with the Office of Thrift Supervision whereby PVF Capital Corp. and Park View Federal Savings Bank each consented to the issuance of an Order to Cease and Desist without admitting or denying that grounds exist for the Office of Thrift Supervision to initiate an administrative proceeding against PVF Capital Corp. and Park View Federal Savings Bank. The Park View Federal Savings Bank Cease and Desist Order requires Park View Federal Savings Bank to take several actions, including, but not limited to: by December 31, 2009, meet and maintain (i) a tier one (core) capital ratio of at least 8.0% and (ii) a total risk-based capital ratio of at least 12.0% after the funding of an adequate allowance for loan and lease losses and submit a detailed plan to accomplish this; as a result of this requirement Park View Federal Savings Bank may not be deemed to be well-capitalized under applicable regulations; if Park View Federal Savings Bank fails to meet these capital requirements at any time after December 31, 2009, within 15 days thereafter prepare a written contingency plan detailing actions to be taken, with specific time frames, providing for (i) a merger with another federally insured depository institution or holding company thereof, or (ii) voluntary liquidation; adopt revisions to Park View Federal Savings Bank s liquidity policy to, among other things, increase Park View Federal Savings Bank s minimum liquidity ratio; reduce the level of adversely classified assets to no more than 50% of core capital plus allowance for loan and lease losses by December 31, 2010 and to reduce the level of adversely classified assets and assets designated as special mention to no more than 65% of core capital plus allowance for loan and lease losses by December 31, 2010; submit for Office of Thrift Supervision approval a new business plan that will include the requirements contained in the Cease and Desist Order and that also will include well supported and realistic strategies to achieve consistent profitability by September 30, 2010; restrict quarterly asset growth to an amount not to exceed net interest credited on deposit liabilities until the Office of Thrift Supervision approves of the new business plan; cease to accept, renew or roll over any brokered deposit or act as a deposit broker, without the prior written waiver of the Federal Deposit Insurance Corporation; and not declare or pay dividends or make any other capital distributions from Park View Federal Savings Bank without receiving prior Office of Thrift Supervision approval. The PVF Capital Corp. Cease and Desist Order requires PVF Capital Corp. to take several actions, including, but not limited to: submit a capital plan that includes, among other things, (i) the establishment of a minimum tangible capital ratio of tangible equity capital to total tangible assets commensurate with PVF Capital Corp. s consolidated risk profile, and (ii) specific plans to reduce the risks to PVF Capital Corp. from its current debt levels and debt servicing requirements; not declare, make or pay any cash dividends or other capital distributions or purchase, repurchase or redeem or commit to purchase, repurchase or redeem PVF Capital Corp. equity stock without the prior non-objection of the Office of Thrift Supervision, except that this provision does not apply to immaterial capital stock redemptions that arise in the normal course of PVF Capital Corp. s business in connection with its stock-based compensation plans; and Table of Contents (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and Table of Contents not incur, issue, renew, roll over or increase any debt or commit to do so without the prior non-objection of the Office of Thrift Supervision (debt includes loans, bonds, cumulative preferred stock, hybrid capital instruments such as subordinated debt or trust preferred securities, and guarantees of debt). The Cease and Desist Orders also impose certain on-going reporting obligations and additional restrictions on severance and indemnification payments, changes in directors and management, employment agreements and compensation arrangements that PVF Capital Corp. and Park View Federal Savings Bank may enter into, third party service contracts and transactions with affiliates. With exception to the higher capital requirement discussed below, we have complied to date with all requirements of the Cease and Desist Orders and we will continue to work to comply with all such requirements in the future. We have submitted a capital plan and a business plan which plans contemplate a first calendar quarter 2010 closing date for the stock offering discussed above and which is being reviewed by the Office of Thrift Supervision. Although we did not comply with the higher capital ratio requirements by the December 31, 2009 required date, based on informal discussions with the Office of Thrift Supervision and due to the pendency of the stock offering, management does not expect that any additional material restrictions or penalties will be imposed by the Office of Thrift Supervision as a result of not complying with the December 31, 2009 deadline, assuming we are able to raise sufficient capital in the stock offering. We have also submitted to the Office of Thrift Supervision our reduction targets for our adversely classified assets. Both Cease and Desist Orders will remain in effect until terminated, modified, or suspended in writing by the Office of Thrift Supervision. The failure to comply with the Cease and Desist Orders could result in the initiation of further enforcement action by the Office of Thrift Supervision, including the imposition of further operating restrictions. The Office of Thrift Supervision could also direct us to seek a merger partner. We have incurred, and expect to continue to incur, significant additional regulatory compliance expense in connection with the Cease and Desist Orders. The regulatory restrictions on asset growth and brokered deposits have not materially impacted and are not expected to have in the near future a material impact on our operations or asset size. Our operations have been and are expected to continue to be focused on reducing nonperforming assets, which, as a result, will reduce our asset size. As our asset size decreases, brokered deposits are not needed to fund the lower level of assets. Consistent with management s strategy to increase capital ratios and reduce problem assets, total assets and deposits declined slightly during the three months ended December 31, 2009. New Management. Since October 2009, we have appointed a new Chief Financial Officer, Chief Lending Officer and Head of Retail Banking. Information on these individuals is included below. New Chief Financial Officer. In November 2009, James H. Nicholson was appointed Chief Financial Officer of PVF Capital Corp. and Park View Federal Savings Bank. From 2006 to 2009, Mr. Nicholson served Huntington Bank in several capacities, including regional chief operating officer (Akron/Canton Region) and regional president and chief operating officer (Eastern Ohio Region). Mr. Nicholson previously served as Executive Vice President and Chief Operating Officer of Unizan Financial Corp. and President and Chief Executive Officer and director of Unizan Bank, National Association from 2002 until Huntington Bancshares, Inc. s acquisition of Unizan Financial in 2006. Previously, Mr. Nicholson s served BancFirst Ohio Corp. and The First National Bank of Zanesville as Controller of the bank from 1990 to 1994, Chief Financial Officer until 1996, Executive Vice President and Chief Operating Officer until 1997, and President and Chief Executive Officer and a director of the bank until the merger with Unizan Financial (formerly UNB Corp.) in 2002. Mr. Nicholson became a director of BancFirst Ohio Corp. in 2000, and was also serving as its Executive Vice President and Corporate Secretary at the time of the 2002 merger. New Chief Lending Officer. In November 2009, Lonnie L. Shiffert was appointed as Chief Lending Officer of Park View Federal Savings Bank. Previously, Mr. Shiffert served in several senior level commercial real estate positions with institutions in the Cleveland area, including with Citizens Bank as Senior Vice President and Manager, Commercial Real Estate Department (2007 to 2009), Sky Bank as Senior Vice President and Manager, Commercial Real Estate Department (2006 to 2007), Fifth Third Bank as Senior Vice President and Manager, Commercial Real Estate Department (2004 to 2006), Provident Bank as Senior Vice President and Manager, Commercial Real Estate Department (1998 to 2004). Table of Contents New Head of Retail Banking. In October 2009, Jane S. Grebenc was appointed as Executive Vice President, Retail Banking of Park View Federal Savings Bank. Previously, Ms. Grebenc served as Executive Vice President, Wealth Segment and Senior Executive, Private Bank at KeyBank National Association from 2008 to 2009. Ms. Grebenc previously served National City Corporation from 1982 to 2007 in several capacities, including Executive Vice President, Private Client Group (2006 to 2007), Executive Vice President, Loan Operations (2003 to 2006), Executive Vice President, Branch Network (1999 to 2003) and Executive Vice President, Retail Banking Group (1995 to 1998). Second Trust Preferred Exchange. On October 7, 2009, we entered into an agreement with investors holding trust preferred securities with an aggregate liquidation amount of $10.0 million issued by PVF Capital Trust II (the Second Trust Preferred Exchange ). Pursuant to the agreement, the investors will tender $10.0 million aggregate liquidation amount of trust preferred securities to PVF Capital Corp. in exchange for an aggregate of $400,000 in cash, a number of shares of common stock (the Initial Shares ) equal to $600,000 divided by the conversion price and warrants to acquire 769,608 shares of common stock plus 9.9% of the Initial Shares. Further, PVF Capital Corp. will issue additional warrants that become exercisable in the event PVF Capital Corp. completes one or more public offerings or private placements of its common stock within a year. The second group of warrants will give the holders thereof the right to acquire additional shares of common stock so that the total number of shares they could acquire under all warrants would entitle them to purchase an aggregate of 4.9% of the common stock to be outstanding following the public offering or offerings completed during that one-year period. The consummation of the Second Trust Preferred Exchange is subject to the approval of PVF Capital Corp. s shareholders at the upcoming annual meeting of shareholders. Upon consummation of the Second Trust Preferred Exchange, PVF Capital Corp. intends to submit for cancellation the trust preferred securities, the common securities issued by PVF Capital Trust II and the related subordinated debentures. The securities to be issued in connection with the Second Trust Preferred Exchange have not yet been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Background of the Transaction On September 1, 2009, PVF Capital Corp. entered into an Exchange Agreement with Alesco Preferred Funding IV, Ltd. (the Selling Shareholder ) and Cohen Company Financial Management, LLC, the Selling Shareholder s collateral manager. The Selling Shareholder is the former holder of $10.0 million principal amount trust preferred securities issued by PVF Capital Trust I, a special purpose entity which was formed by PVF Capital Corp. in 2004 for the sole purpose of issuing $10.0 million of variable rate trust preferred securities (the Capital Securities ). PVF Capital Corp. issued subordinated deferrable interest debentures (the Subordinated Debentures ) to PVF Capital Trust I in exchange for the proceeds of the offering of the trust preferred securities. The trust preferred securities carry a variable interest rate that adjusts to the three month LIBOR rate plus 260 basis points. The Subordinated Debentures are the sole asset of PVF Capital Trust I. Under the Exchange Agreement, on September 3, 2009, the Selling Shareholder exchanged its $10.0 million of trust preferred securities for consideration to be paid by PVF Capital Corp. The consideration paid by PVF Capital Corp. consisted of (i) a cash payment of $500,000; (ii) 205,297 shares of PVF Capital Corp. s common stock (the Shares ); (iii) a warrant ( Warrant A ) to purchase 769,608 shares of PVF Capital Corp. common stock (the Warrant A Shares ); and (iv) a warrant ( Warrant B and together with Warrant A, the Warrants ) to purchase a number of shares of PVF Capital Corp. common stock equal to 9.9% of any shares of PVF Capital Corp. common stock issued, exclusive of any warrant or warrant shares, in exchange for capital securities of PVF Capital Trust II in the event PVF Capital Corp. in the future issues shares of its common stock in exchange for PVF Capital Trust II capital securities (the Warrant B Shares and, together with the Warrant A Shares, the Warrant Shares ). Table of Contents The number of shares of PVF Capital Corp. common stock issuable pursuant to each of Warrant A and Warrant B may not exceed certain limits. Specifically, the number of shares issuable upon the exercise of Warrant A or Warrant B may not exceed the maximum number of shares of PVF Capital Corp. s common stock such that the Selling Shareholder, upon its exercise of the applicable Warrant, shall own 9.9% of PVF Capital Corp. s common stock then issued and outstanding, except that in the event the Selling Shareholder receives comfort from the Office of Thrift Supervision that allows it to rebut the presumption that its holdings of PVF Capital Corp. s common stock constitute control of PVF Capital Corp. for the purpose of the applicable Office of Thrift Supervision regulations, this limitation shall have no effect. In addition, the number of shares of PVF Capital Corp. common stock issuable upon the exercise of Warrant B may not exceed a number of shares equal to 1,546,991 shares minus the sum of 205,297 and 769,608 shares of common stock. Accordingly, the maximum number of shares of PVF Capital Corp. common stock issuable upon the exercise of the Warrants is 1,341,694. At February 26, 2010, the maximum number of shares issuable upon the exercise of the Warrants was approximately 648,874. Warrant A is exercisable at any time before September 3, 2011 at a price equal to the lesser of (i) $4.00 per share, (ii) the offering price for shares of PVF Capital Corp. common stock issued solely for cash in any subsequent public offering or private placement of PVF Capital Corp. s common stock, or (iii) the Conversion Price (as defined below) for any subsequent exchange of PVF Capital Corp. common stock for capital securities of PVF Capital Trust II. Warrant B is exercisable at any time before September 3, 2011 at the conversion price utilized in any subsequent exchange of PVF Capital Corp. common stock for capital securities of PVF Capital Trust II pursuant to an exchange agreement executed within one year of September 3, 2009. The conversion price is defined in the Exchange Agreement as the price, if any, utilized in any subsequent exchange of PVF Capital Corp. common stock for capital securities of PVF Capital Trust II to determine the number of shares of PVF Capital Corp. common stock to be exchanged for PVF Capital Trust II capital securities exclusive of any warrants, warrant shares or warrant prices. For example, if the subsequent exchange agreement for the capital securities of PVF Capital Trust II provided for terms identical to those provided in the Exchange Agreement, then the conversion price would be the daily average closing price of PVF Capital Corp. s common stock for the 20 business days prior to the date of the subsequent agreement. Upon consummation of the transaction, the Capital Securities, common securities issued by PVF Capital Trust and the Subordinated Debentures were cancelled and are no longer outstanding. Pursuant to the terms of the Exchange Agreement, PVF Capital Corp. agreed to file a registration statement with the Securities and Exchange Commission within 60 days of the closing date with respect to the Shares, the Warrants and the Warrant Shares. PVF Capital Corp. and the Selling Shareholder mutually agreed to extend the deadline for the filing of the registration statement with respect to the Shares and the Warrants to November 12, 2009. Terms of the Transaction Shares Offered 205,297 shares of common stock Warrants Offered Warrants to purchase up to 1,341,694 shares of common stock Selling Shareholder Alesco Preferred Funding IV, Ltd. We are not selling any Shares, Warrants or Warrant Shares in this offering. Table of Contents Use of Proceeds We will not receive any proceeds from the resale of Shares, Warrants or Warrant Shares by the Selling Shareholder. We will, however, receive cash proceeds equal to the total exercise price of any Warrants that are exercised for cash. See Use of Proceeds. Plan of Distribution See Plan of Distribution for a discussion of the methods that may be used by the Selling Shareholder in its offer and sale of our Shares, Warrants and Warrant Shares.

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+The following summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus. It does not contain all the information that may be important to you in making an investment decision. You should read this entire prospectus carefully, including the documents incorporated by reference, which are described under Incorporation by Reference of Certain Documents and Where You Can Find Additional Information. You should also carefully consider, among other things, the matters discussed or incorporated by reference in the section titled Risk Factors. In this prospectus, TER means Trump Entertainment Resorts, Inc., a Delaware corporation. The words Company, we, us, our and similar terms collectively refer to TER and its subsidiaries, including, but not limited to, Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership ( TER Holdings ) of which TER is the sole general partner and a wholly owned subsidiary of TER is a limited partner. Our Business We own and operate three casino hotel properties in Atlantic City, New Jersey: Trump Taj Mahal Casino Resort ( Trump Taj Mahal ); Trump Plaza Hotel and Casino ( Trump Plaza ); and Trump Marina Hotel Casino ( Trump Marina ). Trump Taj Mahal Trump Taj Mahal, located on the northern end of Atlantic City s boardwalk (the Boardwalk ), is located on 39.4 acres and features the new, 782-room Chairman Tower which includes 66 suites and eight penthouse suites and the original 1,228-room hotel tower, which includes 243 suites and seven penthouse suites. Trump Taj Mahal also features 16 dining locations, including Il Mulino New York, five cocktail lounges, and approximately 143,000 square feet of ballroom, meeting room and pre-function area space. The property also features approximately 162,000 square feet of recently renovated gaming space that includes approximately 204 table games (including poker tables), approximately 2,996 slot machines, a high-end gaming salon, an approximately 12,500 square-foot Poker, Keno and Race Simulcasting room and an Asian-themed table game area offering popular Asian table games. Trump Taj Mahal also features the following: an approximately 20,000 square foot multi-purpose entertainment complex known as the Xanadu Theater, with seating capacity for up to approximately 1,200 people, which can be used as a theater, concert hall, boxing arena or exhibition hall; the Casbah nightclub; the Mark G. Etess Arena, featuring approximately 63,000 square feet of exhibition and entertainment space which can accommodate over 5,000 people; and a health club, spa and fitness center with an indoor pool. Trump Taj Mahal also has a parking garage for approximately 6,750 cars, a six bay bus terminal and a roof-top helipad. Trump Plaza Trump Plaza is located at the center of the Boardwalk at the end of the Atlantic City Expressway (the main highway into the city) covering 10.9 acres with direct access to Boardwalk Hall (an entertainment and sporting venue owned and operated by the New Jersey Sports and Exposition Authority that can accommodate up to approximately 13,000 people). Trump Plaza features approximately 906 hotel rooms, including 140 suites. The property also features approximately 87,000 square feet of casino space with approximately 1,808 slot machines and approximately 71 table games. Amenities include approximately 18,000 square feet of conference space, an approximately 750-seat cabaret theater, two cocktail lounges, 11 dining locations, a players club, a health spa, an indoor pool, a seasonal beach bar and restaurant and retail outlets. Trump Plaza s parking garage can accommodate 13 buses and approximately 2,700 cars. Table of Contents The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 16, 2010 Preliminary Prospectus 9,642,857 Shares TRUMP ENTERTAINMENT RESORTS, INC. Common Stock This prospectus relates to up to 9,642,857 shares of our common stock which may be offered for sale from time to time by the selling stockholders named under the heading Principal and Selling Stockholders. We do not know when or in what amounts any selling stockholder may offer these shares of common stock for sale. The selling stockholders may sell all, some or none of the shares of common stock offered by this prospectus. We are not selling any shares of our common stock under this prospectus. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders. The selling stockholders identified in this prospectus (which term as used herein includes their pledgees, donees, transferees or other successors-in-interest) may offer the shares from time to time as they may determine through public or private transactions or through other means described in the section entitled Plan of Distribution beginning on page 31 at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The prices at which the selling stockholders may sell the shares may be determined by the prevailing market price for the shares at the time of sale, may be different than such prevailing market prices or may be determined through negotiated transactions with third parties. We have agreed to pay all expenses relating to registering the securities. The selling stockholders will pay any brokerage commissions and/or similar charges incurred for the sale of these shares of our common stock. There is currently no market for our common stock. Investing in our common stock involves risks. See Risk Factors beginning on page 6 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus is dated , 2010. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a resale registration statement that we filed with the Securities and Exchange Commission, or SEC, using a shelf registration process. The selling stockholders may offer and sell under this prospectus, from time to time, an aggregate of up to 9,642,857 shares of our common stock. You should read this prospectus, including the documents incorporated by reference, as well as any post-effective amendments to the registration statement of which this prospectus is a part, before you make any investment decision. On February 17, 2009, we and certain of our direct and indirect subsidiaries (collectively, the Debtors ) filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey in Camden, New Jersey (the Bankruptcy Court ) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code ). On May 7, 2010, the Bankruptcy Court entered an order (the Confirmation Order ) confirming the Supplemental Modified Sixth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the Plan of Reorganization ) proposed by the Debtors and the Ad Hoc Committee (the Ad Hoc Committee ) of certain holders of the Debtors 8.5% Senior Secured Notes due 2015 (the Second Lien Notes ), as filed with the Bankruptcy Court, in final form, on May 7, 2010. On July 16, 2010 (the Consummation Date ), the Plan of Reorganization became effective and the transactions contemplated by the Plan of Reorganization were consummated. The holders of claims under our pre-petition first lien credit agreement have appealed the Confirmation Order. That appeal was filed on May 17, 2010 and is currently pending before the United States District Court for the District of New Jersey (the District Court ). Following the Consummation Date, we filed a motion to dismiss the appeal in the District Court on the grounds of equitable mootness as a result of the Plan of Reorganization becoming effective. The selling stockholders named herein acquired the shares offered by this prospectus pursuant to the Plan of Reorganization, including in accordance with the Backstop Agreement, both of which are more fully described herein and in the documents incorporated by reference herein. We agreed to use commercially reasonable efforts to register for resale the shares of our common stock covered by this prospectus. In connection with the Plan of Reorganization, the Debtors were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and the ability of the Debtors to continue operations upon emergence from bankruptcy. Neither these projections, which are contained in a form of the disclosure statement prepared in connection with the Plan of Reorganization that was previously filed with the SEC (the Disclosure Statement ), nor any form of the Disclosure Statement, should be considered or relied upon in connection with the purchase of our common stock. Neither the projections nor any form of the Disclosure Statement were prepared for the purpose of any offering of our common stock and have not been updated on an ongoing basis. The projections reflect numerous assumptions concerning our anticipated future performance and prevailing and anticipated market and economic conditions at the time they were prepared that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks, including those risks discussed under Risk Factors in this prospectus and incorporated by reference herein. Our actual results will vary from those contemplated by the projections and the variations may be material. As a result, you should not rely upon the projections or any form of the Disclosure Statement in deciding whether to invest in our common stock. Except as otherwise noted or suggested by context, all references to our common stock and the capitalization of the Company contained in this prospectus mean our common stock outstanding and the capitalization of Trump Entertainment Resorts, Inc. from and after the Consummation Date. The selling stockholders may only offer to sell, and seek offers to buy, shares of our common stock in jurisdictions where offers and sales are permitted. Unless otherwise indicated, the information contained in this prospectus speaks only as of the date of this prospectus. Table of Contents Trump Marina Trump Marina covers approximately 14 acres in Atlantic City s marina district, overlooks the Senator Frank S. Farley State Marina and features a 27-story hotel with 728 guest rooms, including 157 suites, 97 of which are luxury suites. The casino offers approximately 79,000 square feet of gaming space, approximately 1,815 slot machines, approximately 71 table games and approximately 30,500 square feet of convention, ballroom and meeting space. Trump Marina also features an approximately 500-seat cabaret-style theater, a nightclub, a seasonal deck featuring dining and entertainment, four retail outlets, eight dining locations, a cocktail lounge, players, club and a recreation deck with a health spa, outdoor pool, tennis courts, basketball courts, jogging track and a pool side snack bar. To facilitate access to the property, Trump Marina has a nine-story parking garage capable of accommodating approximately 3,000 cars. Trump Marina also has an 11 bay bus terminal and a roof-top helipad. Recent Events Emergence from Chapter 11 On February 17, 2009, we and the other Debtors filed voluntary petitions in the Bankruptcy Court seeking relief under the provisions of Chapter 11 of the Bankruptcy Code. These Chapter 11 cases are being jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-13658 through 09-13664 (JHW) (the Chapter 11 Cases ). On May 7, 2010, the Bankruptcy Court entered the Confirmation Order, confirming the Plan of Reorganization, as filed with the Bankruptcy Court, in final form, on May 7, 2010. The disclosure statement relating to a prior version of the Plan of Reorganization was approved by the Bankruptcy Court previously in the Chapter 11 Cases ( AHC/Debtor Disclosure Statement ). On July 16, 2010, the Consummation Date, the Plan of Reorganization became effective and the transactions contemplated by the Plan of Reorganization were consummated. The holders of claims under our pre-petition first lien credit agreement have appealed the Confirmation Order. That appeal was filed on May 17, 2010 and is currently pending before the District Court. We have filed a motion to dismiss the appeal in the District Court on the grounds of equitable mootness as a result of the Plan of Reorganization becoming effective. The following is a summary of the transactions that occurred pursuant to the Plan of Reorganization. This summary only highlights certain of the substantive provisions of the Plan of Reorganization and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan of Reorganization. This summary is qualified in its entirety by reference to the full text of the Plan of Reorganization. Pursuant to the Plan of Reorganization, on the Consummation Date, the following occurred: We, TER Holdings and certain of our other subsidiaries (the Subsidiary Guarantors ), each as reorganized pursuant to the Plan of Reorganization, entered into an Amended and Restated Credit Agreement (the Amended and Restated Credit Agreement ) with Beal Bank, SSB, as collateral agent and administrative agent, and Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP, as initial lenders. The indebtedness under the Amended and Restated Credit Agreement represents term loans, in the total principal amount, as of the Consummation Date, of approximately $356.4 million, of which, as of the Consummation Date, $334.0 million comprised the Interest Bearing Component (as defined in the Amended and Restated Credit Agreement) and approximately $22.4 million comprised the Non-Interest Component (as defined in the Amended and Restated Credit Agreement). Table of Contents TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iv WHERE YOU CAN FIND ADDITIONAL INFORMATION iv INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS v SUMMARY 1

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+Dr. M. Ali Khatibzadeh President and Chief Executive Officer TranSwitch Corporation Three Enterprise Drive Shelton, Connecticut 06484 (203) 929-8810 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of communications to: Timothy C. Maguire, Esq. Jessica H. Collins, Esq. Brown Rudnick LLP One Financial Center Boston, Massachusetts 02111 Telephone: (617) 856-8200 Telecopy: (617) 856-8201 SUMMARY The following summary contains basic information about us and the rights offering. Because it is a summary, it may not contain all of the information that is important to you. Before making a decision to invest in shares of our common stock, you should read this prospectus carefully, including the sections entitled

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+Table of Contents SUMMARY The following summary contains basic information about us and the rights offering. Because it is a summary, it may not contain all of the information that is important to you. For additional information before making a decision to invest in our shares of common stock, you should read this prospectus carefully, including the sections entitled "The Rights Offering" and "Risk Factors" and the information incorporated by reference in this prospectus, including our audited consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2008, and our unaudited consolidated financial statements in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009. First Mariner Bancorp First Mariner Bancorp is the holding company for First Mariner Bank. First Mariner owns and operates the Bank, Mariner Finance, LLC ("Mariner Finance") and FM Appraisals, LLC ("FM Appraisals") and previously operated Mariner Finance, LLC until it was sold on December 14, 2009. See "Recent Developments Sale of Finance Subsidiary." First Mariner Bank's primary market area for its core banking operations, which consist of traditional commercial and consumer lending, as well as retail and commercial deposit operations, is central Maryland, as well as portions of Maryland's eastern shore. The Bank also has one branch in Pennsylvania. The Bank was formed in 1995 through the merger of several small financial institutions. Our executive offices are located in the Canton area of Baltimore City at 1501 South Clinton Street, Baltimore, Maryland 21224. Our telephone number is (410) 342-2600. First Mariner Bank has total assets in excess of $1.2 billion, and is the largest commercial bank headquartered in Baltimore, MD. The Bank is engaged in the general commercial banking business, with particular attention and emphasis on the needs of individuals and small- to mid-sized businesses, and delivers a wide range of financial products and services. Products and services include traditional deposit products, a variety of consumer and commercial loans, residential and commercial mortgage and construction loans, money transfer services, nondeposit investment products, and Internet banking and similar services. First Mariner Mortgage, a division of the Bank, engages in mortgage-banking activities, providing mortgage loans and associated products to customers and selling most of those mortgage loans into the secondary market. First Mariner Mortgage currently operates offices in Maryland, Virginia, Delaware, Massachusetts, and North Carolina. First Mariner Mortgage originated $1.149 billion in loans in 2008, and originations have exceeded $1.2 billion for the first nine months of 2009. Next Generation Financial Services ("NGFS"), a division of the Bank, engages in the origination of reverse and conventional mortgage loans, providing these products directly through commission based loan officers throughout the United States. NGFS originates reverse mortgage loans for sale and currently sells all of its volume into the secondary market. The Bank does not originate any reverse mortgage loans for its portfolio, but it does retain the servicing rights on reverse mortgage loans sold to Fannie Mae. NGFS is one of the largest originators of reverse mortgage loans in the United States. As further described under "Recent Developments Potential Sale of Next Generational Services," the Bank has entered into a profit sharing agreement which may result in the acquisition of NGFS. Mariner Finance was engaged in traditional consumer finance activities, making small direct cash loans to individuals, purchasing installment loan sales contracts from local merchants and retail dealers of consumer goods, lending to individuals via direct mail solicitations, and making a relatively low volume of mortgage loans. Mariner Finance currently operates branches in Maryland, Virginia, New Jersey, Tennessee, Pennsylvania, and Delaware. Mariner Finance had total assets of $103.9 million as of December 31, 2008. A substantial majority of those assets are comprised of loans to customers in Table of Contents Maryland and Delaware. As further described under "Recent Developments Sale of Finance Subsidiary", the Bank sold Mariner Finance on December 14, 2009. FM Appraisals is a residential real estate appraisal preparation and management company that is headquartered in Baltimore City. FM Appraisals offers appraisal services for residential real estate lenders, including appraisal preparation, the compliance oversight of sub-contracted appraisers, appraisal ordering and administration, and appraisal review services. FM Appraisals provides these services to First Mariner Mortgage, NGFS, and Mariner Finance. We operate in two business segments commercial and consumer banking and mortgage-banking.[ At September 30, 2009, we had total consolidated assets of $1.4 billion, total deposits of $1.1billion and total stockholders' equity of $29.4 million. Recent Developments Reduction of First Mariner Long-Term Debt. On February 3, 2010, First Mariner Bancorp entered into an exchange agreement (the "Agreement") with its Chairman of the Board and Chief Executive Officer, Edwin F. Hale, Sr. (the "Investor"). The Investor recently acquired trust preferred securities with an aggregate liquidation amount of $4.0 million issued by Mariner Capital Trust II, an aggregate liquidation amount of $6.0 million issued by Mariner Capital Trust IV and an aggregate liquidation amount of $10.0 million issued by Mariner Capital Trust VIII (collectively, the "Trusts"). The Company had formed the Trusts between 2002 and 2005 as special purpose entities for the sole purpose of issuing trust preferred securities. The Company issued subordinated debentures to the Trusts in exchange for the proceeds of the offerings of the trust preferred securities. The subordinated debentures are the sole assets of the Trusts. Under the Agreement, the Company will exchange consideration consisting of shares of Company common stock and warrants to buy Company common stock for trust preferred securities with an aggregate liquidation amount of $20.0 million from the Investor in exchange for (the "Exchange"). The aggregate number of shares of common stock to be exchanged (the "Initial Shares") will be valued at $2.0 million based on the average daily closing price of the common stock over the 20 trading days prior to the closing of the transaction (the "20-Day Average Closing Price"). In the event that by June 30, 2010 the Company completes a public or private offering of its common stock for a price that is lower than the 20-Day Average Closing Price, then the Company will issue additional shares of common stock so that the total shares of common stock to be issued would be calculated based on the lowest price per share at which shares were sold in the public or private offering. In addition to the common stock, the Investor will receive a warrant to purchase a number of shares equal to 20% of the Initial Shares (the "Warrant"). The exercise price for the Warrant will be the lesser of (i) the 20-Day Average Closing Price, (ii) if on or prior to June 30, 2010 the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering, or (iii) the price utilized in any subsequent agreement for the acquisition of trust preferred securities to determine the number of shares of common stock to be exchanged for such trust preferred securities exclusive of any warrants, warrant shares or warrant prices. The warrants will be exercisable for a period of five years. The Agreement further provides that in the event that on or prior to June 30, 2010 the Company enters into an agreement to acquire other trust preferred securities and the value of the consideration to be issued in that transaction relative to the aggregate liquidation amount of trust preferred securities to be acquired is greater than the value of the consideration to be issued by the Company in the Exchange relative to the $20.0 million aggregate liquidation amount of trust preferred securities to be Table of Contents exchanged, the Investor also will receive additional warrants. The number of additional warrants would be such that the relative value of the aggregate consideration to be paid in this transaction equals the relative value of the aggregate consideration to be paid in the subsequent transaction, provided that the number of shares subject to the additional warrants could not exceed 20% of the Initial Shares. In the event that the consummation of the Exchange would result in the Investor's ownership of 41.33% or more of the then outstanding shares of common stock, assuming the exercise of the Warrants he would receive in the Exchange (the "Threshold"), then the amount of trust preferred securities to be exchanged by the Investor will be reduced by the minimum amount necessary so that immediately following the Exchange the Investor's ownership of Company Common Stock is below the Threshold, and the consideration to be exchanged by the Company will be proportionately reduced. Thereafter, if the remaining trust preferred securities held by the Investor can be exchanged without causing the Investor's ownership of Company Common Stock to exceed the Threshold, then, subject to the terms and conditions contained in the Agreement, the Company and the Investor will complete the Exchange with respect to the remaining trust preferred securities held by the Investor. Upon consummation of the transaction, the Company anticipates that the trust preferred securities exchanged by the Investor and an equivalent amount of subordinated debentures for each of the Trusts will be cancelled and will no longer be outstanding. The shares of stock, warrants and stock issuable upon the exercise of warrants have not been registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Company has agreed with the Investor to prepare and file a registration statement to register the resale by the Investor of the Initial Shares and the Warrant, and all shares of common stock issuable upon the exercise of the Warrant, as well as to prepare and file a registration statement to register the resale by the Investor of any additional shares or additional warrants, and the shares issuable under such additional warrants, in the event such additional shares or additional warrants are issued. The Exchange is subject to the approval of the Company's stockholders under the Nasdaq Marketplace Rules. The Company has filed a preliminary proxy statement concerning the Exchange with the SEC and expects to file and mail a definitive proxy statement to shareholders as soon as practicable. Shareholders of the Company are urged to read the proxy statement when it is available because it will contain important information. Investors are able to obtain all documents filed with the Securities And Exchange Commission by the Company free of charge at the Securities And Exchange Commission's website, www.sec.gov. In addition, documents filed with the Securities And Exchange Commission by the Company may be read and copied at the Securities And Exchange Commission's public reference room at 100 F Street, N.E., Washington, DC. The directors, executive officers, and certain other members of management and employees of the Company are expected to be participants in the solicitation of proxies in favor of the Exchange from the shareholders of the Company. Information about the directors and executive officers of the Company will be included in the proxy statement to be filed with the Securities And Exchange Commission. Table of Contents Summary Financial Information as of and for the Three and Twelve Months Ended December 31, 2009 (unaudited). The following financial information and other data should be read together with the consolidated financial statements and notes included in the Company's Form 10-K for the year ended December 31, 2008. The data at and for the year and three month period ended December 31, 2009 is unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring adjustments, that are necessary for a fair presentation of these periods have been reflects. The results of operations for the year and three month period ended December 31, 2009 are not necessarily indicative of the results of operations that may be expected for any other period. At December 31, 2009 2008 Summary of Financial Condition: Assets $ 1,384,552 $ 1,307,497 Trading and available for sale securities 39,143 52,232 Loans 890,951 978,696 Deposits 1,146,504 950,233 Borrowings 122,038 220,996 Stockholders' equity 26,987 46,015 For the Three Months Ended December 31, 2009 2008 Summary of Earnings: Net interest income $ 7,674 $ 5,722 Provision for loan losses 3,300 4,155 Noninterest income 6,082 1,280 Noninterest expense 16,959 18,842 Income before income taxes (6,503 ) (15,995 ) Income tax expense (1,335 ) (6,551 ) Net loss Continuing Operations (3,699 ) (9,444 ) Discontinued Operations Mariner Finance (119 ) 384 Net income (3,818 ) (9,060 ) For the Twelve Months Ended December 31, 2009 2008 Summary of Earnings: Net interest income $ 27,112 $ 28,441 Provision for loan losses 11,660 10,855 Noninterest income 28,271 17,228 Noninterest expense 67,834 65,254 Income before income taxes (24,111 ) (30,440 ) Income tax expense (10,912 ) (13,632 ) Net loss Continuing Operations (13,199 ) (16,808 ) Discontinued Operations Mariner Finance (9,085 ) 1,721 Net Loss (22,284 ) (15,087 ) Table of Contents At and for the Three Months Ended December 31, At and for the Twelve Months Ended December 31, 2009 2008 2009 2008 Profitability and Productivity: Return on average assets (1.13 )% (2.95 )% (1.69 )% (1.16 )% Return on average equity (48.78 )% (63.75 )% (53.81 )% (24.37 )% Net interest margin 2.72 % 2.12 % 2.43 % 2.74 % Net overhead ratio 3.03 % 4.21 % 2.82 % 3.29 % Efficiency ratio 117.80 % 161.97 % 117.16 % 127.84 % Asset Quality Ratios: Net Chargeoffs 2,714 4,055 12,166 11,072 Non-performing assets 57,428 57,757 57,428 57,757 90 Days or more delinquent loans 9,224 9,679 9,224 9,679 Annualized net chargeoffs to average loans 1.21 % 1.87 % 1.37 % 1.35 % Non-performing assets to total assets 4.15 % 4.42 % 4.15 % 4.42 % 90 Days or more delinquent loans to total loans 1.04 % 0.99 % 1.04 % 0.99 % Allowance for loan losses to total loans 1.31 % 1.71 % 1.31 % 1.71 % Capital Ratios for First Mariner Bank: Tier 1 leverage capital 6.2 % 5.81 % 6.2 % 5.81 % Tier 1 risk-based capital 7.9 % 6.8 % 7.9 % 6.8 % Total risk-based capital 9.1 % 8.8 % 9.1 % 8.8 % Capital Ratios for First Mariner Bancorp, Inc.: Tier 1 leverage capital 2.2 % 4.3 % 2.2 % 4.3 % Tier 1 risk-based capital 2.8 % 5.0 % 2.8 % 5.0 % Total risk-based capital 5.7 % 9.9 % 5.7 % 9.9 % Table of Contents Comparison of Operating Results for the Three and Twelve Months Ended December 31, 2009 The Company reported a net loss from continuing operations for the fourth quarter of 2009 of $3.7 million, or $(0.57) per share, which represented a 61% improvement over the loss of $9.4 million, or $(1.46) per share, for the fourth quarter of 2008. For the year ended December 31, 2009, the Company's net loss from continuing operations was $13.2 million, compared to $16.8 million, a decrease of 21%. Including the loss from the sale of the Company's consumer finance subsidiary, Mariner Finance, in the third quarter of 2009, the net loss for the full year ended December 31, 2009 totaled $22.3 million compared to $15.1 million for the full year ended December 31, 2008. The net loss for the fourth quarter of 2009 included $4.5 million in credit-related charges to earnings, including a $3.3 million provision for loan losses and $1.2 million in expenses related to foreclosed properties. This represents a 38% decrease in credit related costs when compared to the fourth quarter of 2008, when the provision for loan losses was $4.2 million and the expenses on foreclosed properties was $3.1 million. Total revenue for the fourth quarter 2009 was $13.8 million, an increase of $6.8 million over the fourth quarter of 2008's revenue of $7.0 million. Revenue totals for 2008 reflected $4.7 million in write-downs on securities for other than temporary impairments compared to $650 thousand in the fourth quarter of 2009. Also included in the improvement was lower interest expense on borrowings and deposits that helped increase the Company's net interest margin. Net interest income increased $2.0 million in the fourth quarter of 2009 compared to the fourth quarter of 2008. The net interest margin for the fourth quarter of 2009 was 2.72%, an increase of 60 basis points from 2.12% in the fourth quarter of 2008. This was the result of a lower cost of funds and higher investment yields in 2009 when compared to 2008. Average earning assets grew by $56.6 million, or 5.4%, compared with last year's fourth quarter, reflecting growth in portfolio loans and loans held for sale. The provision for loan losses totaled $3.3 million for the fourth quarter of 2009, a decrease of 21% over the provision of $4.2 million in the corresponding quarter last year. Net charge-offs declined $1.3 million to $2.7 million for the fourth quarter of 2009 from $4.0 million of fourth quarter of 2008. The allowance for loans losses at the end of the fourth quarter of 2009 was $11.6 million, a decrease of 31% over the prior year's figure of $16.8 million. The decrease was primarily attributable to the removal of the allowance for loan losses that was related to Mariner Finance's loan portfolio. The allowance for loan losses as a percentage of total loans was 1.31% as of December 31, 2009, compared to 1.71% as of December 31, 2008. Non-performing assets remained relatively flat when compared to the fourth quarter of 2008, with $57.8 million in 2008 versus $57.4 million in 2009. While the non-performing assets and loans 90 or more days past due have stabilized year to year, there has been an improvement in the fourth quarter of 2009 when compared to the third quarter of 2009. Loans 90 days or more past due have decreased 54% from September 30, 2009 to December 31, 2009, moving from $20.2 million to $9.2 million. Non-interest income for the fourth quarter of 2009 increased $4.8 million over the same quarter in 2008 mainly due to lower write-downs of investment securities. Non-interest expenses decreased $1.9 million, or 10%, in the fourth quarter of 2009 when compared to the corresponding period last year. The costs related to foreclosed properties decreased $1.9 million, or 62%, in the fourth quarter of 2009 when compared to 2008. Although non-interest expenses decreased overall, there were significant increases in FDIC Insurance premiums and professional fees. FDIC Insurance premiums increased $0.75 million, or 229%, in the fourth quarter of 2009. Professional fees increased $0.78 million in the fourth quarter of 2009, and were the result of increased costs associated with regulatory compliance issues and expenses associated with the planned capital raise and other strategic initiatives. Table of Contents Comparison of Financial Condition for the Twelve Months Ended December 31, 2009 and December 31, 2008 Comparing balance sheet data as of December 31, 2009 and 2008, total assets increased to $1.38 billion, 6% over the prior year's $1.31 billion. Total loans outstanding decreased $87.7 million, or 9%, to $890.9 million as of December 31, 2009. The decrease is fully attributable to the sale of the assets of Mariner Finance in 2009, which represents $103.2 million of the decrease. Excluding the prior Mariner Finance loans, total loans increased by $14.4 million, primarily in residential mortgages. Total deposits grew to $1.15 billion as of December 31, 2009, and increase of $196.3 million, or 21%, over December 31, 2008's deposits of $950.2 million. An increase in certificates of deposit was the primary reason for the overall increase in deposits. Total certificates of deposit were $811.4 million as of December 31, 2009, an increase of $200.1 million, or 33%, over December 31 2008's balance of $611.2 million. NOW accounts increased $1.6 million and savings accounts increased $1.8 million. Non-interest bearing checking accounts decreased $2.6 million and money market accounts decreased $4.7 million. Stockholders' Equity was $26.9 million as of December 31, 2009, resulting in a book value per share of $4.18, a decrease of $2.95, compared to the book value of $7.13 at December 31, 2008. Capital ratios in the fourth quarter of 2009 for First Mariner Bank were as follows: Leverage Ratio = 6.2%; Tier 1 risk-based ratio = 7.9% Total Capital Ratio = 9.1%. This is an improvement over the capital ratios as of December 31, 2008 which were: Leverage Ratio = 5.8%; Tier 1 risk-based ratio = 6.8% Total Capital Ratio = 8.8%. The increase in the capital ratios for the Bank is attributable to the sale of Mariner Finance and the recent tax law change allowing companies to carryback their net operating losses further. Management will continue efforts to further increase these ratios in the first quarter of 2010. Sale of Finance Subsidiary. On December 14, 2009, First Mariner consummated the sale of its equity interests in Mariner Finance to MF Raven Holdings, Inc., a newly formed Delaware corporation ("JV Corp"). The disposition was consummated pursuant to the Contribution and Joint Venture Agreement, dated as of October 7, 2009 (the "Contribution Agreement"), by and among the Company, Mariner Finance, JV Corp and MF Holdco, LLC, a Delaware limited liability company sponsored by Milestone Partners, a private equity firm. At the closing, the Company exchanged its equity interests in Mariner Finance for 50 shares of common stock of JV Corp and approximately $10.0 million in cash, (the "Cash Consideration"), of which cash $1.05 million will be held in escrow for up to 18 months to cover any indemnification obligations that the Company may have under the Contribution Agreement. The amount of the Cash Consideration is subject to possible adjustment based on the net assets of Mariner Finance at the time of the closing, which should be determined within 90 days of the closing. The initial net cash proceeds of approximately $8.5 million from the sale of Mariner Finance was down-streamed to the Bank. Additionally, First Mariner contributed to First Mariner Bank an outstanding note receivable from Mariner Finance. The note has a balance of $4.0 million and carries an interest rate of 7.0%. Within 90 days of the sale, First Mariner expects to receive an additional $575,000 and downstream those proceeds to the Bank. These contributions are expected in aggregate, to provide $13.1 million of additional capital and increase the regulatory capital ratios of the Bank. First Mariner's consolidated results of operations for the third quarter of 2009 reflect a loss of approximately $10.6 million relating to the sale of Mariner Finance. Although the sale took place in the fourth quarter of 2009, accounting standards required that First Mariner write down its recorded basis in Mariner Finance during the third quarter to the value of the consideration to be received upon the sale. The transaction did not, however, result in any current gain or loss for federal income tax Table of Contents purposes. Any deferred income tax benefit resulting from this transaction has been assigned a full valuation allowance. Potential Sale of Next Generational Services. The Bank has entered into a profit sharing agreement with a private company related to NGFS, which may result in the acquisition of NGFS if certain requirements are satisfied within the next 18 months. The closing of the transaction is subject to numerous conditions, including, without limitation, that the parties obtain consents and approvals from certain lenders and governmental agencies that license and supervise the Bank. Accordingly, there can be no assurance that the closing will occur when expected, if at all. We do not anticipate any benefit that results from the sale to be material. Recent Operational Challenges Asset Quality. Like many financial institutions across the United States, our operations have been impacted by the current economic crisis. During our fiscal year ended December 31, 2008 and continuing in 2009, the economic crisis that was initially confined to residential real estate and subprime lending has evolved into a global economic crisis that has negatively impacted not only liquidity and credit quality but also economic indicators such as the labor market, the capital markets and real estate values. As a result of this significant downturn, we have been adversely affected by declines in the residential and commercial real estate market in our market area. The declining home prices, slowing economic conditions and increasing levels of delinquencies and foreclosures have negatively affected the credit performance of our residential real estate, commercial real estate and real estate acquisition and development loans, resulting in an increase in our level of nonperforming assets and loans past due 90 days or more and still accruing and charge-offs of problem loans. At the same time, competition among depository institutions in our markets for deposits and quality loans has increased significantly. These market conditions and the tightening of credit have led to increased deficiencies in our loan portfolio, a decreased interest margin, increased market volatility. During the nine months ended September 30, 2009, nonperforming assets and loans 90 days or more past due and still accruing interest increased $7.08 million, or 10.49% to $74.52 million. Nonperforming assets and loans 90 days or more past due and still accruing interest as a percentage of total assets increased during this period from 5.16% as of December 31, 2008 to 5.28% as of September 30, 2009. Our allowance for loan losses as a percentage of total loans decreased during this period from 1.71% as of December 31, 2008 to 1.23% as of September 30, 2009 and our allowance for loan losses as a percentage of nonperforming loans and loans 90 days or more past due and still accruing interest decreased from 33.68% as of December 31, 2008 to 22.20% as of September 30, 2009. The primary reason for the decrease was the removal of the allowance for loan losses of Mariner Finance, which maintained an allowance for loan losses in excess of 4.5%. From December 31, 2007 to December 31, 2008, nonperforming assets and loans past due 90 days or more and still accruing interest increased $21.05 million, or 45.34%, to $67.44 million. Nonperforming assets and loans 90 days past due or more and still accruing interest as a percentage of total assets increased during this period from 3.72% at December 31, 2007 to 5.16% at December 31, 2008. Our allowance for loan losses as a percentage of total loans increased during this period from 1.50% to 1.71% and our allowance for loan losses as a percentage of nonperforming loans and loans 90 days or more past due and still accruing interest decreased from 44.66% to 33.68%. We recorded provisions for loan losses of $2.10 million and $8.36 million during the three and nine months ended September 30, 2009, respectively, and $14.78 million during the year ended December 31, 2008, which had a significant negative impact on our earnings. First Mariner Long-Term Debt. At September 30, 2009, First Mariner had $73.72 million aggregate amount of outstanding subordinated debentures, consisting of seven issuances of subordinated debentures. The subordinated debentures were issued to seven trust subsidiaries, each of which, in turn, Table of Contents issued and sold trust preferred securities with aggregate liquidation amounts and interest rates at September 30, 2009 as set forth below. Trust Liquidation Amount Interest Rate First Mariner Capital Trust II $ 10.3 million 3-month LIBOR rate plus 335 basis points First Mariner Capital Trust III $ 14.9 million 3-month LIBOR rate plus 325 basis points First Mariner Capital Trust IV $ 12.4 million 3-month LIBOR rate plus 305 basis points First Mariner Capital Trust V $ 10.3 million 3-month LIBOR rate plus 310 basis points First Mariner Capital Trust VI $ 10.3 million 3-month LIBOR rate plus 205 basis points First Mariner Capital Trust VII $ 5.2 million 3-month LIBOR rate plus 195 basis points First Mariner Capital Trust VIII $ 10.3 million fixed 6.26%, then reset on December 30, 2010 to the 3-month LIBOR rate plus 150 basis points. First Mariner accrued interest expense of $4.64 million on the trust preferred securities during the year ended December 31, 2008 and $2.44 million during the nine months ended September 30, 2009. On December 22, 2008, First Mariner announced its election to defer interest payments on the debentures relating to all of the trust preferred securities beginning with the January 7, 2009 payment, and January 8, 2009 with respect to those issued by Mariner Capital Trust V. The deferral of interest payments on the trust preferred securities for up to 20 consecutive quarters does not constitute an event of default under the trust preferred securities' governing documents. As further described above under "Recent Developments Reduction of First Mariner Long-Term Debt," the Company has entered into the Exchange Agreement that, if approved by shareholders, will result in the elimination of subordinated debentures underlying $20.0 million aggregate liquidation amount of trust preferred securities issued by First Mariner Capital Trusts II, IV and VIII. Cease and Desist Orders. On September 18, 2009, First Mariner Bank entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist with the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Commissioner of Financial Regulation for the State of Maryland (the "Commission") whereby the Bank consented to the issuance of an Order to Cease and Desist (the "September Order") promulgated by the FDIC and the Commissioner without admitting or denying the charges of unsafe or unsound banking practices. The September Order requires the Bank to adopt a plan to achieve and maintain a tier 1 leverage capital ratio of at least 7.5% of the Bank's total average assets and a total risk-based capital ratio of at least 11% of its total risk-weighted assets by June 30, 2010. The September Order also requires the Bank to adopt a plan to achieve and maintain its tier 1 leverage and total risk-based capital ratios at 6.5% and 10%, respectively, beginning on March 31, 2010. First Mariner Bank has presented a capital plan to the FDIC and the Commissioner detailing how it intends to achieve these capital thresholds by the required dates. At September 30, 2009, the Bank reported tier 1 leverage and total risk-based capital ratios of 5.4% and 8.4%, respectively. By September 28, 2009, the Bank was required to charge-off or collect all loans on its books that, as of March 30, 2009, were classified as "Loss." The Bank has complied with the directive to charge off loans identified as "Loss." By November 17, 2009, the Bank was directed to adopt a plan to reduce its risk exposure on each asset classified as "Substandard" as of March 31, 2009. Specifically, these Table of Contents substandard assets must be reduced by 25% by June 18, 2010 and by 50% by the end of 2010. The Bank has adopted and submitted a plan in compliance with this directive and, as of the date of this document, the plan is being reviewed by the FDIC and the Commissioner. The September Order also generally prohibits the Bank from extending further credit to any existing borrower whose credit has been classified as "Loss", "Doubtful" or "Substandard" and is uncollected. In accordance with this directive, the Bank is no longer extending credit to these prohibited borrowers, unless conditions are met. Further, the Bank was required to, and has submitted, an annual budget and profit plan in advance which takes into account, among other things, the Bank's pricing structure, a recommendation for reducing the Bank's cost of funds, and the level of and provision expense for adversely classified loans. As of the date of this document, the plan is being reviewed by the FDIC and the Commissioner. While the September Order is in effect, the Bank may not pay dividends or management fees without the FDIC's prior consent and may not accept, renew or roll over any brokered deposits or pay effective yields on deposits that are greater than those generally paid in its markets. To maintain adequate liquidity, the Bank was directed to adopt a plan intended to reduce its reliance on non-core funding, wholesale funding sources, and high-cost rate-sensitive deposits. The steps required include identifying the source and use of borrowed and/or volatile funds, establishing back-lines of credit to the extent possible, establishing a minimum liquidity ratio, addressing concentrations of borrowed funds and the use of such funds, addressing pricing and collateral requirements with funding channels, and establishing a liquidity contingency plan. The Bank has submitted its liquidity plan to the FDIC and, as of the date of this document, the plan is being reviewed by the FDIC and the Commissioner. Finally, the September Order requires the Bank's board of directors to establish a compliance committee to oversee and insure the Bank's compliance with the September Order, 75% of the members of which must be non-employee directors. Prior to the entry of the September Order, the Bank had established a compliance committee in accordance with this directive, which committee will oversee and monitor compliance with the September Order. With the exception of achieving the higher capital ratios required by the September Order, we believe we have thus far complied with all requirements of the September Order and will continue to work to comply with all the September Order's future requirements. A copy of the September Order is included as an Exhibit to the Company's Form 8-K filed on September 21, 2009 and incorporated by reference herein. On April 22, 2009, the Bank entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist, Order for Restitution and Order to Pay with the FDIC whereby First Mariner Bank consented to the issuance of an Order to Cease and Desist, Order for Restitution and Order to Pay (the "April Orders") promulgated by the FDIC without admitting or denying any violations of law and/or regulations. The April Orders relate to alleged violations of consumer protection regulations relative to First Mariner Bank's fair lending practices. The April Orders are based on findings by the FDIC that the Bank allegedly engaged in acts of discrimination in violation of the Equal Credit Opportunity Act (the "ECOA") and the Fair Housing Act (the "FHA") in 2005, 2006 and 2007 and in violation of Section 5 of the Federal Trade Commission Act ("FTCA") in 2006 and 2007. The alleged violations of the ECOA and the FHA are based on the FDIC's belief that the Bank charged higher prices to certain Hispanic, African American and female borrowers ("Affected Borrowers") under residential mortgage loans, in the form of discretionary interest rate and point "overages," than it charged to similarly-situated non-minority borrowers. The alleged violations of the FTCA are based on the FDIC's belief that First Mariner Bank's disclosures for its payment-option adjustable-rate mortgage loans contained misleading information regarding the costs of the loans. Under the April Orders, the FDIC agreed to take no further action against the Bank in respect of the alleged violations. The April Orders required First Mariner Bank to pay up to $950,000 in Table of Contents restitution to the Affected Borrowers and imposed a civil money penalty of $50,000, all amounts for which were fully reserved in the final quarter of 2008. Other than requiring the Bank to cease and desist from violating the ECOA, the FHA and the FTCA, the Bank was required to and developed and implemented policies and procedures to (i) monitor and ensure compliance with fair lending laws and disclosure laws and regulations, (ii) ensure that the costs, terms, features and risks of the loans and services are adequately disclosed to applicants, and (iii) ensure the composition, qualifications, objectivity and independence of the internal auditor, audit staff and Audit Committee. The Bank must also conduct or sponsor quarterly financial literacy and education courses where it provides residential mortgage loans. The Bank is also prohibited from offering "payment-option" adjustable rate mortgage loans, although it voluntarily ceased offering these loans in 2007. The September and April Orders will remain in effect until terminated, modified, or suspended in writing by the FDIC and are periodically collectively referred to in this document as the "Cease and Desist Orders". The failure to comply with the Cease and Desist Orders or the New FRB Agreement could result in the initiation of further enforcement action by the FDIC, the Commissioner or the FRB, including the imposition of civil monetary penalties. The FDIC could direct us to seek a merger partner or take additional significant actions against the Bank and the Company. We have incurred, and expect to continue to incur, significant additional regulatory compliance expense in connection with the Cease and Desist Orders and the FRB Agreements. For further information, see "Risk Factors We are subject to restrictions and conditions of Cease and Desist Orders issued by the FDIC and the Commissioner and the New FRB Agreement. We have incurred and expect to continue to incur significant additional regulatory compliance expense in connection with these enforcement actions. Failure to comply with the Cease and Desist Orders or the FRB Agreements could result in additional enforcement action against us, including the imposition of monetary penalties. Federal Reserve Board Agreement. On November 24, 2009, First Mariner entered into a written agreement with the Board of Governors of the Federal Reserve System (the "FRB") which replaced the Company's existing Memorandum of Understanding with the Federal Reserve Bank of Richmond (the "FRB Agreement"). The original FRB Agreement required First Mariner to: (i) develop and implement a strategic business plan that includes (a) actions that will be taken to improve our operating performance and reduce the level of parent company leverage, (b) a comprehensive budget and an expanded budget review process, (c) a description of the operating assumptions that form the basis for major projected income and expense components and provisions needed to maintain an adequate loan loss reserve and (d) a capital plan incorporating all capital needs, risks and regulatory guidelines; and (ii) submit plans to improve enterprise-wide risk management and effectiveness of internal audit programs. First Mariner Bancorp has also agreed to provide the Federal Reserve Bank of Richmond with advance notice of any significant capital transactions. The new FRB Agreement (the "New FRB Agreement") prohibits First Mariner and the Bank from taking any of the following actions without the FRB's prior written approval: (i) declaring or paying any dividends; (ii) taking dividends from the Bank; (iii) making any distributions of interest, principal or other sums on First Mariners' subordinated debentures or trust preferred securities; (iv) incurring, increasing or guaranteeing any debt; or (v) repurchasing, redeeming any shares of its stock. Under the New FRB Agreement, First Mariner: must submit written plan to the FRB by January 28, 2010 to maintain sufficient capital, on a consolidated basis, such that First Mariner satisfies the FRB's minimum capital requirements. To satisfy the FRB's minimum capital requirements, First Mariner's consolidated tier 1 capital to total assets, tier 1 capital to risk-weighted assets and total capital to risk-weighted assets ratios at September 30, 2009 must be at least 4.0%, 4.0% and 8.0%, respectively. At September 30, 2009, those capital ratios were 2.4%, 2.7% and 5.4%. With the exception of achieving the higher capital ratios required by the FRB Agreement, we have complied with all requirements of the FRB Agreement and will continue to work to comply with all Table of Contents such requirements in the future. A copy of the New FRB Agreement is included as an Exhibit to the Company's Form 8-K filed on November 27, 2009 and incorporated herein by reference. Troubled Condition. The Company and Bank are deemed to be in "troubled condition" within the meaning of federal statutes and regulations. As a result, the Company and Bank are subject to additional limitations and regulatory restrictions. For further information, see "Risk Factors The Company and the Bank are deemed to be in "troubled condition." Our Business Strategy In light of the operational challenges we recently have faced, our management team has taken, and will continue to aggressively pursue, a capital plan that is designed to solicit capital investment, reduce the Bank's expenses, improve the Bank's capital ratios and otherwise satisfy the requirements of the Cease and Desist Orders and the FRB Agreements described above. Our capital plan contemplates taking actions that may include the following, the combination of some or all of which we believe will improve our operations in the short-term and position us for long-term future opportunities: Manage Our Asset Quality. We have taken several significant steps to manage our asset quality, including: Risk Management Resources Have Been Increased. Management has significantly increased resources dedicated to aggressively managing asset quality. These resources include: a dedicated workout group of nine full time employees, assisted by members of the Bank's executive management, accounting, credit administration, and facilities departments. Additionally, strategies have been introduced to slow our origination of new portfolio loans which, in turn, improves loan officer monitoring of existing loan relationship and facilitates the ability of commercial loan officers to manage asset quality through timely loan collection, appropriate loan modification or restructuring and marketing and sales of foreclosed properties. ALT A Loans Exposure Has Been Significantly Reduced. The vast majority of credit losses experienced by the Company since 2006 are directly attributable to the origination of ALT A loans in 2005 and 2006. ALT A loans gained popularity significantly during the early part of the decade and were generally characterized by higher loan to value and/or lower documentation requirements. As the residential real estate market weakened during the later half of 2006, the Company experienced a significant volume of loans that required repurchase under loan investor agreements due to early payment default. In total, the Company repurchased $41.0 million in ALT A loans in 2006 and 2007. Additionally, the Company was unable to sell approximately $16.0 million in originated ALT A loans that were subsequently transferred to the Company's loan portfolio. Credit related losses (charge-offs, write-downs maintenance and sales of foreclosed loans) related to ALT A loans have totaled $4.7 million, $15.6 million, and $11.0 million for 2006, 2007, and 2008, respectively. Losses for the nine months ended September 30, 2009 totaled $5.1 million. Our remaining exposure to ALT A loans is now $14.1 million, with $8.0 million currently in non performing status. Reduce Volume of Classified Assets. We believe that the commitment of resources dedicated to aggressively managing asset quality and the reduction of our exposure to ALT A loans has stabilized our non performing loans and adversely classified assets. We continue to work through and resolve our remaining portfolio of ALT A residential loans, in that was a source of a considerable level of classified assets and losses. Except for our remaining ALT A loans, our classified loans are all loans made in our primary market area. By actively managing problem assets, we have reduced our classified assets by approximately 14% from $114.0 million at December 31, 2008 to $98.0 million at September 30, 2009. While our level of non-accrual loans and other real estate owned remained elevated, we do not believe that they have increased at the rate of our peer banks. The total of our non accrual loans and other real estate owned as a Table of Contents percentage of total loans and other real estate owned totaled 5.88%, 5.79% and 4.96% at September 30, 2009, December 31, 2008, and December 31, 2007 respectively. Peer banks (as measured in the latest Bank Holding Company Performance Report) reported totals of 4.24%, 2.71%, and 1.15% for the same periods. This places First Mariner in the 68th percentile of the peer group as of September 30, 2009 compared to the 83rd percentile at the end of 2008 and the 96th percentile as of the end of 2007. The peer banks included in this report are all commercial Bank Holding Companies having assets between $1 billion and $3 billion. Our other loan portfolios with significant classified assets include residential construction and residential acquisition and development loans. We plan to reduce these portfolios in total and have active and aggressive workout plans in place for each loan. As of the date of this document, approximately 37% of our non performing assets consist of other real estate owned that is being actively marketed at levels at or below appraised values. We have experienced accelerated sales levels over recent months as housing inventories in northern Virginia and portions of Maryland have improved considerably. All non-performing assets have been written down to their latest appraised value which appraised values are updated no less than annually. Strengthened Underwriting Standards. Since 2007, we have significantly curtailed our residential construction and residential acquisition and development lending, and we discontinued Alt A lending in 2006. We have also applied more conservative underwriting practices, including, among other things, requiring more detailed credit information in certain circumstances, increasing the amount of required collateral or equity requirements or reducing loan-to-value ratios. As discussed below, we have sold our subsidiary, Mariner Finance, which, at September 30, 2009 held $108.5 million of primarily consumer loans (which loans were reclassified as loans held for sale as of September 30, 2009. Total consumer loans, including second mortgages and loans secured by deposits and other assets, decreased from $252.3 million at December 31, 2008 to $149.8 million at September 30, 2009. While we experienced an increase of $35.6 million in commercial mortgage loans and $19.1 million in residential mortgage loans at September 30, 2009 compared to December 31, 2008, commercial construction, consumer residential construction and commercial loans and lines of credit decreased by $9.2 million, or 8.4%, $19.1 million, or 27.5%, and $5.7 million, or 6.3%, respectively. While we continue to be aggressive in loan origination overall, in the near term, we do not intend to actively pursue loan origination in portfolios that traditionally carry a greater risk of loss than residential mortgage loans. Manage Our Balance Sheet. In order to improve our capital position, we intend to strategically reduce the amount of our assets and liabilities over the course of the upcoming fiscal year. In addition to reducing the amount of loans, particularly commercial real estate and construction loans, we anticipate reducing our reliance on brokered certificates of deposit and expect to eliminate nearly all of our brokered certificates of deposit by the end of 2010. Among other strategies, we may also engage in loan and securities sales and sales of nonperforming assets, and sales of certain branch offices to effectively manage our balance sheet and improve our capital position. Reduce our Long-Term Debt. As further described under "Recent Development Reduction of First Mariner Long-Term Debt," on February 3, 2010 the Company entered into the Exchange Agreement with Edwin F. Hale, Sr., the Company's Chairman and Chief Executive Officer, who has agreed to purchase trust preferred securities with an aggregate liquidation amount of $20.0 million issued by First Mariner Capital Trusts II, IV and VIII. Pursuant to the Exchange Agreement, Mr. Hale will tender $20.0 million aggregate liquidation amount of trust preferred securities to the Company in exchange for an aggregate of a number of shares of common stock valued at $2.0 million and warrants to acquire additional shares of common stock. Upon consummation of the Exchange, which is subject to stockholder approval, the Company intends to submit for cancellation the trust preferred securities, the common securities issued by Mariner Capital Trusts II, IV and VIII and the related subordinated Table of Contents debentures. If completed, the Exchange is expected to eliminate $20.0 million of subordinated debentures (recorded as debt on the Company's statement of condition). As a result of this elimination of $20.0 million in debt, the Company will no longer accrue interest expense with the respect to the $20.0 million of trust preferred securities to be exchanged. First Mariner accrued interest expense of $1.25 million on the $20.0 million of trust preferred securities during the year ended December 31, 2008 and $832,865 during the nine months ended September 30, 2009. The Exchange also will increase the Company's total stockholders' equity by approximately $12.8 million, although the exact amount is subject to variation based on the valuation of the warrants at closing, from the cancellation of the trust preferred securities, the common securities and the subordinated debentures. The Exchange would be recorded during the quarter in which the trust preferred securities were cancelled, which is expected to be the first or second quarter of calendar year 2010. The Exchange is expected to significantly improve the Company's debt to equity ratios, debt service requirements, consolidated regulatory capital ratios, and book value per share. The Exchange will have no effect on the Bank's capital. Increase Our Capital. We believe that our efforts to raise additional capital in the stock offering, in addition to the increase in capital from the sale of Mariner Finance, entering into the agreement with Mr. Hale for the Exchange, and the reduction of assets, will help us to achieve our goals of obtaining termination of the regulatory enforcement actions we are currently under, to mitigate the impact on First Mariner Bank of a worsening economy and manage our capital levels to maintain a capital cushion in excess of our regulatory capital requirement. On a pro forma basis, based on assets as of September 30, 2009, including the sale of Mariner Finance, and assuming the completion of the stock offering at the minimum of the offering range, the Bank's tier 1 leverage and total risk-based capital ratios are expected to be 7.0% and 10.4%, respectively; at the maximum of the offering range, the Bank's tier 1 leverage and total risk-based capital ratios are expected to be 7.8% and 11.4%, respectively. Therefore, on a pro forma basis as described above, while completing the stock offering at the minimum of the offering range would not satisfy the September Order's higher capital requirements required to be achieved by March 31, 2010 or June 30, 2010, completing the offering at the maximum point of the offering range would satisfy the September Order's higher capital requirements required to be achieved by March 31, 2010 and June 30, 2010. Further, the capital plan we submitted to the FDIC and the Commissioner contemplates that we will raise at least $20.0 million of capital by March 31, 2010. This element of our capital plan would only be satisfied if the stock offering is completed at the maximum of the offering range. Therefore, if we do not raise at least $20.0 million in the stock offering by March 31, 2010, or, if we do not meet September Order's higher capital requirements required to achieved by June 30, 2010, we may need to undertake additional efforts to raise capital, or seek and obtain a waiver from these requirement from the FDIC and the Commissioner. As of September 30, 2009, the Company's consolidated capital ratios did not meet the FRB's minimum capital requirements. However, on a pro forma basis at September 30, 2009, the Exchange would increase the Company's consolidated ratios of tier 1 capital to total assets, tier 1 capital to risk-weighted assets and total capital to risk-weighted assets from 2.4%, 2.7% and 5.4%, respectively, to 4.2%, 4.8% and 8.8%, respectively. Including the sale of Mariner Finance and assuming (1) the completion of the Exchange and (2) the completion of the stock offering at the minimum and the maximum of the offering range, First Mariner's consolidated tier 1 capital to total assets, tier 1 capital to risk-weighted assets and total capital to risk-weighted assets ratios would be 5.2%, 5.9% and 9.6%, and 6.1%, 6.9% and 10.4%. Assuming only the completion of the stock offering (and including the sale of Mariner Finance, but not the completion of the Exchange), these capital ratios would be 3.3%, 3.8% and 7.6%, and 4.3%, 4.9% and 9.7%, respectively, at the minimum and maximum of the offering range. See "Capitalization." The completion of the Exchange will not have any impact on the Bank's capital ratios. See also "Risk Factors As of September 30, 2009, the Bank's capital levels were not sufficient to achieve compliance with the higher capital requirements we must meet by June 30, 2010, nor were they, on a consolidated basis, sufficient to satisfy the FRB minimum requirements for the Company to be considered "adequately capitalized." When combined with the assets and liabilities that we are selling or of which we Table of Contents are otherwise disposing, the amount of capital we are raising may not be sufficient to achieve and maintain compliance with the capital requirements mandated by our regulators. The failure to meet these capital requirements could result in further action by our regulators." Sale of Mariner Finance. On December 14, 2009, we completed the sale of our subsidiary, Mariner Finance to a third party. The sale of Mariner Finance provided approximately $12.5 million in additional regulatory capital to the Bank. Based on assets at September 30, 2009, on a pro forma basis, the sale of Mariner Finance increased the Bank's tier 1 leverage and total risk-based capital ratios to 6.3% and 9.6%, respectively, and the Company's consolidated tier 1 leverage and total risk-based capital ratios to 2.4% and 5.4%, respectively. Maximize Mortgage Banking Opportunities. At September 30, 2009, approximately 43% of our loans held in portfolio were secured by residential real estate. These loans were comprised of residential mortgages, residential construction loans and residential acquisition and development loans. Approximately 18% of those loans were residential mortgages, which increased from $138.3 million at December 31, 2008 to $157.5 million at September 30, 2009. Accordingly, while we expect to reduce level of residential construction loans and residential acquisition and development loans, we intend to maximize our mortgage banking operation to originate residential mortgage loans while limiting the risk to the Bank. We believe that we have the capacity to expand this part of our loan portfolio which traditionally carries less underwriting risk than construction, acquisition and development, commercial and consumer lending. We intend to offer only limited recourse, conforming loans that are readily saleable in the secondary market and expect to generate fee income by selling some of these loans in the secondary market. We have experienced a significant improvement in the profitability of our mortgage banking operations as we have created greater cost efficiencies through the use of technology and the consolidation of branches and processing centers. Additionally, we have enjoyed wider spreads on the origination and sales of loans as price competition has eased and there has been a substantial decline in competition from brokers and non bank mortgage companies. This has resulted in higher level of originations and greater fee income from the origination and sale of residential mortgages. Diversification of our commercial products. In order to diversify and minimize our concentration of credit risk, we are conservatively expanding into other lines of lending. We have recently established an asset based lending group that will provide lines or credit against receivables and inventories that are underwritten on prudent advance rates. Reduction of Branch Offices. We have identified branches that we intend to offer for sale in 2010. The successful completion of this action is expected to reduce overhead costs by approximately $3.0 million and support our strategy of prudently reducing assets and liabilities. Total aggregate deposits in the branches identified for sale are approximately $50.0 million. The Bank has not entered into any agreement to sell any branch office and no guarantee can be made that any such agreement will be entered into and if such agreement is entered into, whether such sale will be consummated. If the Bank is unsuccessful in entering into a sale agreement, closures of selected locations would be pursued. The Bank would be required to provide 90 days' notice to the FDIC, the Commissioner and to customers prior to closing any branch office. The approval of the FDIC and the Commissioner would be required prior to the Bank's selling any branch office. While we anticipate that such approvals will be received, there can be no guarantee that such approvals will be received. We closed our Downtown Baltimore branch on February 15, 2010. Expense Control. We expect to actively work to reduce unneeded or excess operating expenses. We have made it a priority to identify cost savings opportunities throughout all phases of our operations. In particular, once we are able to successfully manage our asset quality and terminate our regulatory enforcement actions, we expect to reduce significantly fees for consultants and other advisors and Table of Contents expenses related to the management of our nonperforming assets. Additionally, full compliance with the Orders and the New FRB Agreement is expected to reduce future expenses for corporate liability insurance and deposit insurance. Cost related to other real estate owned, legal and professional services, and deposit services currently total 20% of our operating expenses. During the last two years, management has reduced operating expenses of the Bank through the sale and/or closure of bank branches, consolidation of mortgage offices, reductions in staff, subletting of excess office space, and through the renegotiation of large servicing contracts. During this time, the Bank has reduced staffing by over 90 full time salaried positions, has closed its Randallstown, Crofton, and Towson offices, and sold its Ocean City branch. By year end 2010, the Bank will have reduced its branch total by 30% from its January 1, 2007 level of 27. Work to Obtain Termination of the Regulatory Enforcement Actions. To date, we have complied with all of the requirements of the September Order and the New FRB Agreement. We have adopted a plan to reduce the Bank's risk exposure on each asset classified as "Substandard" which plan is being reviewed by the FDIC and the Commissioner. We have adopted a liquidity contingency plan which is being reviewed by the FDIC. We have submitted a capital plan and a business plan which plans have been approved by the FDIC and which contemplate this stock offering and a first calendar quarter 2010 closing date to the stock offering. We will seek to demonstrate as soon as possible to the FDIC, the FRB and the Commissioner that we have fully complied with the requirements of each of the regulatory enforcement actions and that they should be terminated. Although the FDIC, the FRB and the Commissioner may, in the future, grant us relief on some provisions in the regulatory enforcement actions, we do not expect the FDIC, the FRB and the Commissioner to terminate the regulatory enforcement actions prior to at least the first quarter of 2011. At such time, we will be able to return to a more typical level of regulatory oversight and redirect management resources from maintaining compliance with the regulatory enforcement actions to the operation of our institution. Table of Contents The Rights Offering Securities Offered We are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on February 12, 2010, either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares. Subscription Price $1.15 per share. Record Date 5:00 p.m., Eastern Time, on February 12, 2010. Expiration of the Rights Offering 5:00 p.m., Eastern Time, on [EXPIRATION DATE]. We may extend the rights offering without notice to you until [EXPIRATION DATE #2]. Expiration of the Public Offering of Unsubscribed Shares Shares that remain unsubscribed after the rights offering and which are not purchased by standby purchasers may be re-offered to the public for purchase. The offering period for these unsubscribed shares will expire at the earlier of 5:00 p.m. Eastern Time, on [EXPIRATION #3] or the date on which we have accepted subscriptions for all shares remaining for purchase as reflected in the prospectus supplement. Use of Proceeds We expect the aggregate net proceeds from the stock offering to be between $ million and $ million. We intend to use the proceeds of the stock offering to invest in First Mariner Bank to improve its regulatory capital position and the Company's capital position and for general corporate purposes. Basic Subscription Privilege The basic subscription privilege of each subscription right entitles you to purchase 2.6952 shares of our common stock at a subscription price of $1.15 per share; however, fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. The number of rights you may exercise appears on your rights certificate. Over-Subscription Privilege In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription privilege, you may also choose to subscribe for a portion of any shares of our common stock that are not purchased by our shareholders through the exercise of their basic subscription privileges. You may subscribe for shares of common stock pursuant to your over-subscription privilege, subject to the purchase and ownership limitations described below under the heading "Limitations on the Purchase of Shares." Table of Contents Limitations on the Purchase of Shares Subject to the discretion of the board of directors, a person, together with certain related persons and associates, may not purchase a number of shares such that upon completion of the stock offering the person owns in excess of 4.9% of First Mariner's common stock outstanding. Additionally, federal law generally requires prior regulatory approval for any person or persons acting in concert to acquire 10% or more of our common stock. We will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, or to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [EXPIRATION DATE], such clearance or approval has not been obtained and/or any applicable waiting period has not expired. Non-Transferability of Rights The subscription rights may not be sold, transferred or assigned and will not be listed for trading on the NASDAQ Global Market or on any other stock exchange or market. No Board Recommendation Our board of directors is making no recommendation regarding your exercise of your subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see "Risk Factors" for a discussion of some of the risks involved in investing in our common stock. Standby Purchase Agreements We reserve the right to negotiate and enter into standby purchase agreements with standby purchasers pursuant to which purchasers will agree to acquire from us, at the same subscription price offered to shareholders, any shares of common stock offered to our current shareholders but not subscribed for in the rights offers, following the effective date of this prospectus. In the event we enter into standby purchase agreements, the subscription price, the aggregate number of shares of our common stock to be sold in the rights offering and the number of shares available for issuance upon the exercise of subscription rights will not change. See "The Rights Offering Standby Commitments." Revocation All exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $1.15 per share. Minimum Offering The stock offering is conditioned upon the receipt of minimum offering proceeds of $10.0 million. Maximum Offering The stock offering is subject to a limit of offering proceeds of $20.0 million. We may waive this limit at our discretion. Table of Contents Purchase Intentions of Our Directors and Officers As further described under "Recent Developments Reduction of First Mariner Long-Term Debt," in lieu of participating in the rights offering, our Chairman and Chief Executive Officer, Edwin F. Hale, Sr., has invested $2.0 million to purchase $20.0 million in aggregate liquidation amount of our outstanding trust preferred securities. On February 3, 2010, we entered into an agreement with Mr. Hale pursuant to which he will exchange such trust preferred securities for shares of common stock valued at $2.0 million, plus and warrants to acquire up to an additional 20% of the shares he receives in the Exchange. In addition to Mr. Hale's purchase of $20.0 million aggregate liquidation amount of our trust preferred securities, 10 of our other directors and executive officers have invested an aggregate of $600,000 to purchase an additional $6.0 million in aggregate liquidation amount of our outstanding trust preferred securities. We may seek to negotiate an agreement with directors and executive officers that is substantially identical agreement to the agreement into with Mr. Hale for the exchange of common stock and warrants for that additional $6.0 million of trust preferred; however, to date, no such agreement has been entered and the $6.0 million in trust preferred securities will remain outstanding unless and until an agreement is reached with those persons. As a result of the foregoing transactions, Mr. Hale and the other 10 directors and executive officers who invested $2.6 million to purchase our trust preferred securities are not expected to participate in the rights offering. Our other directors and executive officers as a group, together with their affiliates, have indicated their intention to exercise rights to purchase, in the aggregate, approximately $11,000 of our common stock in the rights offering. Material U.S. Federal Income Tax Considerations For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of a subscription right. You should consult your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the rights in light of your particular circumstances. Extension and Cancellation Although we do not presently intend to do so, we have the option to extend the rights offering expiration date, but in no event will we extend the rights offering beyond [EXPIRATION DATE #2]. Our board of directors may cancel the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be promptly returned, without interest. Information Agent Laurel Hill Advisory Group, LLC Subscription Agent American Stock Transfer & Trust Company, LLC Table of Contents Shares Outstanding Before the Stock Offering 6,452,631 shares of our common stock were outstanding as of February 12, 2010. Shares Outstanding After Completion of the Stock Offering Assuming no options are exercised prior to the expiration of the stock offering, we expect approximately 15,148,284 shares and 23,843,762 shares of our common stock will be outstanding immediately after completion of the stock offering at the minimum and maximum ends of the offering range, respectively. These amounts do not include shares that may be issued in the Exchange if the Exchange is approved by shareholders at the special meeting shareholders to be held on March 19, 2010. For more information on the Exchange, see "Summary Recent Developments Reduction of First Mariner Long-Term Debt" and "Capitalization Pro Forma Adjustments for Exchange of Common Stock and Warrants for Trust Preferred Securities" below, as well as the Company's Form 8-K filed with the SEC on February 9, 2010 and its Definitive Proxy Statement, filed with the SEC on February 16, 2010, both of which are incorporated herein by reference. NASDAQ Global Market Symbol Shares of our common stock are currently listed for trading on the NASDAQ Global Market under the symbol "FMAR." See "Risk Factors If we are unable to satisfy the continued listing standards of NASDAQ, our stock may be delisted from the NASDAQ Stock Market, which could adversely affect its market price and liquidity."

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+Prospectus summary The following summary should be read together with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included elsewhere in this prospectus. The following summary does not contain all of the information you should consider before investing in our common stock. For a more complete understanding of this offering, we encourage you to read this entire prospectus, including the "Risk factors" section, before making an investment in our common stock. In this prospectus, unless the context indicates otherwise: "NuCO2," the "Company," "we," "our" or "us" refers to NuCO2 Inc., a Delaware corporation, the issuer of the common stock being offered hereby, and its subsidiaries. OUR COMPANY We believe we are the leading national provider of fountain and draught beer beverage carbonation solutions to the restaurant and hospitality industry. Our solutions combine equipment for the storage, blending, and dispensing of beverage grade carbon dioxide, or CO2, and nitrogen, or N2, gases, with continuous, unprompted beverage gas supply service to customer locations via long-term agreements. In combination, our equipment and beverage gas supply services are designed to ensure uninterrupted fountain and draught beer beverage carbonation for our customers. Our customers are primarily quick service restaurant chains, or QSRs, as well as other restaurant chains, bars, convenience store chains, and sports and entertainment venues. Our solutions maximize our customers' cost effectiveness, operational efficiency and carbonation supply reliability by replacing costly, more cumbersome and less reliable high pressure beverage gas cylinders, at a small monthly cost with no upfront investment for the customer. We believe our value proposition remains strong and durable, as beverage carbonation is critically important to our QSR and other customers, who derive the largest portion of store level profitability from high-margin fountain and draught beer beverage revenues. As a result, we have a highly visible revenue base supported by long-term service agreements with high renewal rates and a significant national presence in an industry with substantial barriers to entry. We believe we have strong growth potential, as our solutions remain underpenetrated in our target markets despite our current leading market share position. For the fiscal year ended June 30, 2010, we generated revenues of $167.7 million, Adjusted EBITDA of $65.3 million and operating income of $26.3 million. Our revenues, Adjusted EBITDA and operating income grew at compound annual growth rates of 11.5%, 12.2% and 6.9%, respectively, from the fiscal year ended June 30, 2005. While a portion of this growth is attributable to acquisitions made over these periods, the majority is attributable to new customer additions. Revenues, Adjusted EBITDA and operating income for the three months ended September 30, 2010 were $47.1 million, $18.9 million and $9.4 million, respectively, and increased 11.1%, 12.2% and 28.1%, respectively, when compared to the three month period ended September 30, 2009. For a reconciliation of Adjusted EBITDA to operating income, see the section entitled " Discussion of EBITDA and Adjusted EBITDA" below. OUR MARKETS We serve the U.S. fountain and draught beer retail beverage market. Our addressable market consists of all U.S. restaurant and hospitality locations that serve fountain-dispensed soft drinks. We estimate that this market consists of approximately 625,000 locations nationwide. Our fountain beverage bulk CO2 solutions, which currently represent a majority of our revenues, are customized to individually serve both high beverage volume and moderate beverage volume customer locations, as defined by estimated annual soda syrup consumption per fountain location, which we believe, based on the average ratio of CO2 and syrup usage by our fountain beverage customers, is a proxy for store-level beverage gas consumption. Our newly-introduced Mini-Bulk solutions are designed for moderate volume locations. We, and our industry, consider those locations that use more than 500 gallons of Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 research conducted by Technomic, Inc. with our participation regarding U.S. locations operating more than one beer tap. "NuCO2," "AccuRoute" and "Beverage Carbonation Made Easy" and their respective logos are our registered trademarks and "XactMix," "XactCO2" and "XactN2" and their respective logos are subject to pending trademark applications. Solely for convenience, from time to time, we refer in this prospectus to our registered trademarks without the symbols and our unregistered trademarks without the symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Source: Company estimates OUR SERVICES Our fountain beverage solutions consisting of our bulk CO2 solutions for high volume locations, our Mini-Bulk solutions for moderate volume locations and other carbonation solutions are used to carbonate fountain beverages on-site at approximately 141,000 locations nationwide. Our market-leading scale in high volume beverage carbonation solutions and differentiated national service infrastructure allow us to successfully service locations affiliated with 99 of the top 100 national restaurant chains that serve fountain beverages, according to National Restaurant News, as well as the top 10 convenience store chains, according to c-stores.com. We serve the majority of these customers, 57 of the top 100, under longer-term Master Service Agreements, or MSAs. These MSAs generally NuCO2 INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 5160 (Primary Standard Industrial Classification Code Number) 80-0185343 (I.R.S. Employer Identification Number) 2800 SE Market Place Stuart, Florida 34997 (772) 221-1754 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Michael E. DeDomenico Chairman and Chief Executive Officer 2800 SE Market Place Stuart, Florida 34997 (772) 221-1754 (Name, address and telephone number, including area code, of agent for service) Copies to: Bruce D. Meyer Peter W. Wardle Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 Christopher D. Lueking Roderick O. Branch Latham & Watkins LLP 233 S. Wacker Drive Chicago, Illinois 60606 (312) 876-7700 Table of Contents provide long-term contractual exclusivity for the provision of our services in all corporate-owned customer locations, as well as grant us qualified preferred vendor status for associated chain franchisees. Our MSAs include standardized contractual unit pricing and typically have four to six-year terms of service with each customer location. We believe our national reach, sophisticated bulk service capabilities and demonstrated service record with blue chip customers have contributed to our 63% share of the approximately 210,000 high volume U.S. locations. We estimate that our next largest competitor provides bulk CO2 solutions to approximately 10,000, or 5%, of these locations. We believe we maintain an outstanding service record with our customers, including McDonald's, Burger King, Subway, Taco Bell, Chipotle Mexican Grill, Panera Bread, 7-Eleven, Regal Cinemas, Walt Disney World and Yankee Stadium, as evidenced by less than 2% voluntary bulk CO2 customer attrition since July 1, 2008. In addition, we have no significant customer concentration, as our largest customer contract accounted for less than 3% of total revenues for the fiscal year ended June 30, 2010 and the three months ended September 30, 2010. In February 2010 we launched our Mini-Bulk solution to complement our high volume fountain beverage carbonation solutions. We designed our Mini-Bulk solution for moderate volume locations, which are typically smaller, less trafficked restaurant and hospitality chain locations or non-chain affiliated individual locations. Mini-Bulk is a "slimmed-down" bulk CO2 solution, designed to replicate the value proposition and economics of our high volume fountain beverage solutions. Mini-Bulk utilizes a combination of a lower capacity beverage gas storage and dispensing system and more limited gas supply service frequency to target an addressable U.S. market that we estimate to be approximately 85,000 fountain beverage locations. Today, we provide our solutions for less than 10% of these 85,000 locations and, accordingly, we expect that the Mini-Bulk solution will supplement our growth by expanding the potential number of high pressure cylinder users converting to a bulk solution. Also, in March 2010 we introduced customized draught beer carbonation solutions, including the XactMix beverage control system and XactN2 nitrogen generator. These systems are designed to ensure appropriate draught beer carbonation, optimize taste and reduce beer waste from overpour and unused product. We expect the XactMix beverage control system and XactN2 nitrogen generator to drive incremental growth from the underpenetrated draught beer carbonation solutions market. We estimate this addressable U.S. market includes approximately 207,000 locations, approximately 132,000 of which also represent target fountain beverage locations of high or moderate volume for our bulk CO2 and Mini-Bulk solutions. Our high volume bulk CO2, Mini-Bulk and draught beer beverage carbonation solutions collectively leverage our dedicated national service infrastructure. As of September 30, 2010, our beverage carbonation service infrastructure consisted of 140 service locations across 48 states, reaching approximately 141,000 customer fountain and draught beer beverage locations using 265 specialized delivery vehicles and 132 technical service vehicles. When we begin servicing a new customer location, our technicians initially install a bulk CO2, Mini-Bulk or draught beer beverage carbonation system at a customer's location. The system may include a cryogenic tank for bulk CO2, a nitrogen gas generator, a high pressure gas cylinder, and a combination flow control and gas mixing device. We supplement this system with our unprompted delivery and refill services for all supplied beverage gases and any necessary periodic system maintenance, as well as our 24/7 customer service support. The majority of our contracts provide for a single monthly price to the customer for the combination of our beverage system and unprompted, continuous delivery and refill services, with contractual fuel surcharges, annual indexed-based price adjustments and substantial customer termination penalties. Our beverage carbonation solutions incorporate system designs that are developed by us, but manufactured by third-parties on an outsourced basis. We also maintain national beverage grade gas supply arrangements with four major producers, providing for cost effective and reliable beverage gas supply for our operations. As soon as practicable after this Registration Statement becomes effective. (Approximate date of commencement of proposed sale to the public) 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, 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, 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 (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Table of Contents OUR COMPETITIVE STRENGTHS The market leader, with significant barriers to entry We are the market leader in the provision of fountain and draught beer beverage carbonation solutions. We currently manage the nation's sole dedicated and exclusive national service infrastructure and are the only provider capable of delivering a combination beverage carbonation system and gas supply solution on a national scale. We maintain a 63% market share of the estimated 210,000 high volume U.S. locations, and we believe the next largest competitor provides bulk CO2 services to approximately 10,000, or 5%, of these locations. As our target customers prioritize quality systems, reliable maintenance and beverage gas supply services at a low monthly cost across multiple locations, we believe our national presence and deep service capabilities would be difficult, costly, uneconomical and time intensive to replicate. Our robust national service infrastructure, service record with blue chip chain customers, and strong local density provide us with differentiated customer reach, allowing us to service national and regional restaurant and hospitality chain customers under long-term agreements, including MSAs. We believe nationally we have a lower relative cost of service given our installed base and resulting scale advantages over our competitors, who are mainly local or regional industrial gas distributors that lack our service capabilities or are not exclusively focused on beverage carbonation solutions. Highly compelling value proposition, yet low dollar cost to our customers Beverage gas remains a critical input in the carbonation of fountain and draught beer beverages, impacting their quality, consistency and taste. Because fountain and draught beer beverages represent the most profitable product in substantially all QSRs, full-service restaurants, bars, and convenience store chains, our beverage carbonation solutions represent a non-discretionary, mission critical purchase by our customers. Despite its importance, beverage gas has a low relative and absolute cost, representing less than one cent of the overall cost of a single fountain or draught beer beverage. Our typical monthly billing to our customers is only approximately one hundred dollars per location. In addition, our customers do not incur any upfront investment associated with our systems. As existing and potential customers come to understand the lost sales and profit forfeiture that results from downtime associated with traditional high pressure cylinder products, as well as the quality, safety and logistical benefits of our beverage carbonation solutions, we believe beverage providers will increasingly choose our solutions at a low-dollar cost for attractive return on their investment. Contractually secure, low volatility revenue base drives visible, recurring cash flows Our revenues remain contractually secure and highly visible, as more than 85% of our approximately 141,000 served locations are under some form of long-term agreement. Further, 70% of our annual revenues are fixed under these agreements, regardless of volume, with the remainder of our revenue base demonstrating limited volatility on an annual basis. Our typical new customer contracts have an initial term of four to six years, provide us with the ability to pass along certain commodity costs via annual index-based price inflators and monthly fuel surcharges and include significant breakage penalties for early termination. The net effect of having long-term agreements with most customers and a relatively high percentage of revenue fixed under these agreements regardless of volume is a highly predictable cash flow stream with little volatility. As we typically contract for service with a chain customer's corporate franchisor and its individual franchisee locations, our revenues are also not overly dependent on any individual customer contract or geography. Our largest customer contract represented less than 3% of our total revenues for the fiscal year ended June 30, 2010 and the three months ended September 30, 2010. Because our services represent a critical input to our customers' high margin fountain and draught beer beverage revenues, and because of our integrated system of services, we have not experienced significant customer attrition. Our bulk CO2 customer attrition rates for the fiscal years ended June 30, 2009 and June 30, 2010 have averaged approximately 5%, with CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Common Stock, $.01 par value $200,000,000 $14,260(3) (1)Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of 1933. (2)Includes offering price of additional shares that the underwriters have the option to purchase. See "Underwriting." (3)Previously paid. 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. Table of Contents voluntary customer contract termination representing less than 2%. Our historical customer retention rates over the past 2 fiscal years have remained in excess of 95%, demonstrating the strength of our customer value proposition. We have more than offset our customer attrition in each of the past five years with new customer installations derived through newly opened customer locations, conversion of existing high pressure beverage gas cylinder locations and share capture from competing beverage gas solutions providers. We expect this trend of net organic customer growth to continue into the foreseeable future. Predictable and resilient end market demand We believe our end users are both resilient and demonstrate sustained demand in all economic conditions, particularly QSR chains, representing more than 45% of our customer locations and a disproportionately higher percentage of our revenues, and our chain customers (defined as QSRs, full-service restaurants, convenience store and other customers that have 10 or more locations), which collectively represent 80% of our accounts. We believe QSRs will continue to demonstrate predictable demand. Based on market research conducted by Mintel International Group Ltd., we believe QSR demand growth continues to be buoyed by the high frequency of QSR visits demonstrated by the Asian-American and Hispanic-American population segments, two of the fastest growing U.S. populations, who are two and three times more likely to visit a QSR on a daily basis as compared to the overall U.S. average. We also believe our chain customers, whose new unit growth and real revenue growth from 2000 to 2005 was greater than three and four times that of non-chain restaurants based on research conducted by Euromonitor International, will continue to demonstrate strong relative demand, given their comparative advantages of capital, brand awareness, operating prowess and purchasing power. The demand of our chain customers is resilient. For example, during the recent recessionary period, as the Consumer Sentiment Index dropped from a 2008 high of 78.4 to a 2009 low of 56.3, U.S. Real GDP contracted 2.4% and U.S. unemployment increased from 5.8% in 2008 to 10.0% in 2009, we increased our revenues, Adjusted EBITDA and operating income from $156.1 million, $57.7 million and $17.7 million for the fiscal year ended June 30, 2009 to $167.7 million, $65.3 million and $26.3 million for the fiscal year ended June 30, 2010, representing a year over year increase of 7.4%, 13.2% and 48.6%, respectively. For a reconciliation of Adjusted EBITDA to operating income, see the section entitled " Discussion of EBITDA and Adjusted EBITDA" below. Master service agreements provide a unique, low risk growth channel We believe our unique service capabilities and dedicated national beverage supply infrastructure have allowed us to secure MSAs with 142 restaurant and convenience store chains that provide fountain beverages, including 57 MSAs with the top 100 U.S. restaurant chains, according to National Restaurant News. These MSAs generally provide for the long-term exclusive provision of beverage carbonation solutions in all corporate-owned customer locations, as well as qualified preferred vendor status for associated chain franchisees, which typically includes standardized contractual unit pricing and four to six-year contractual terms of service with each store location. Our MSAs allow us to leverage our corporate franchisor relationships towards the marketing of our services to newly constructed corporate and franchisee locations or current MSA franchisee locations utilizing high pressure beverage gas cylinders. Since MSAs allow us to negotiate terms with a customer on a national or regional level, we are able to avoid the expense and time necessary to demonstrate our capabilities and to negotiate individual contract terms with each customer. We believe MSAs represent an important growth avenue for us, as we serviced, as of September 30, 2010, approximately 75,800, or 61%, of the approximately 123,700 locations associated with our existing MSAs. Table of Contents Scalable business model with significant operating leverage As the leading national beverage carbonation solutions supplier and only dedicated supplier with national scale, we maintain a dense, highly scalable service infrastructure that we believe gives us a lower relative cost of service and an attractive margin on incremental customers. Our national reach, combined with our local route density, allows us to efficiently service additional customer locations with minimal, if any, incremental infrastructure or personnel costs, while also minimizing the average driver time and wages, mileage and fuel costs incurred between customer stops. We believe that substantially all of the target accounts not currently served by us are on delivery routes currently served by our network. We believe that the incremental margin on new customers acquired in our service network is well in excess of our consolidated margins at our current capacity levels, with minimal need for network expansion in the coming years. As our business continues to grow, we expect our scale and local route density to continue to drive enhanced operating performance, as demonstrated by the expansion of our Adjusted EBITDA margins from 35.7% in fiscal year 2004 to 38.9% in fiscal year 2010. Our operating income margins increased slightly from 15.4% to 15.7% over this same period. Additionally, we increased our Adjusted EBITDA margins from 39.8% for the three months ended September 30, 2009 to 40.1% for the three months ended September 30, 2010. Our operating income margins increased to 19.9% for the three months ended September 30, 2010 from 17.2% when compared to the three months ended September 30, 2009. This operating leverage allows us to target new growth opportunities with similar barriers to entry and competitive advantages, such as our recent Mini-Bulk and draught beer systems, without significant additional investment. However, as discussed in the section entitled "Risk factors," we may not be able to increase the density of our customer base to allow for increased absorption of fixed costs. Experienced and proven management team We are led by a high quality and experienced executive team. Our senior management team members have an average of approximately 21 years of relevant experience in the industrial gas, restaurant and distribution industries and are responsible for having grown our revenues, Adjusted EBITDA and operating income at a compound annual growth rate of 11.5%, 12.2% and 6.9%, respectively, from the fiscal year ended June 30, 2005 to the fiscal year ended June 30, 2010. Under the ownership of affiliates of Aurora Capital Group, which acquired our business in 2008, we have deepened management talent at all levels of the organization, adding 15 new individuals to senior and mid-level management positions since the Acquisition. See " Corporate Structure and Debt Financing." Eight of these senior and mid-level management positions are newly created positions and did not exist at our predecessor public company prior to the Acquisition. OUR GROWTH STRATEGY We believe the combination of our highly compelling customer value proposition, our leading market position in beverage carbonation solutions and our differentiated service capabilities will allow us to continue to derive significant organic growth through new customer additions from further penetration of our existing markets. We do not expect our growth initiatives to require a significant expansion of our existing service infrastructure or other significant capital investment. Given the depth of our beverage carbonation solutions expertise and the scalability of our service infrastructure, we believe we can continue to drive growth in our revenues through additional market penetration at attractive returns on invested capital without significantly increasing the risk of our operations. We intend to use the cash flow provided by operating activities generated by our business, capacity under our existing revolving credit facilities and a portion of the proceeds from this offering to fund our growth opportunities. Due to the long-term contractual nature of our business, we do not need to commit to the purchase of any components for our systems or incur any installation costs until we Shares NuCO2 Inc. Common Stock Table of Contents have a customer service agreement in place. This provides for an appropriate, timely and highly visible return on each new investment we make. Our growth strategies include: >Further Market Penetration of our Fountain Beverage Solutions. We believe the market for our bulk CO2 and Mini-Bulk solutions remains underpenetrated. As we currently service approximately 132,500, or 63%, of the estimated 210,000 high volume U.S. fountain beverage locations and approximately 9,000, or 11%, of the estimated 85,000 moderate volume U.S. fountain beverage locations, we believe our leading market position, national reach, compelling value proposition and differentiated service capabilities will allow for increased penetration, resulting in significant new customer additions for our business. We are able to achieve new fountain beverage customer installations through multiple channels, including newly opened customer locations, conversion of existing high pressure beverage gas cylinder locations and share capture from competing beverage gas providers. To accomplish this, we expect to, in part, leverage our MSAs towards the marketing of our services to newly constructed corporate and franchisee locations or current MSA franchisee locations using high pressure beverage gas cylinders. We believe MSAs represent an important growth avenue for us, as we serviced, as of September 30, 2010, only approximately 75,800, or 61%, of the approximately 123,700 locations associated with our existing MSAs. >Capitalize on Under-Serviced Demand with our Mini-Bulk Product Solution. We believe the market for our fountain beverage solutions in moderate consumption locations typically smaller, less trafficked restaurant and hospitality chain locations or non-chain affiliated restaurants is large, fragmented and underpenetrated. We estimate the U.S. market is comprised of approximately 85,000 moderate volume fountain beverage locations, of which we currently only serve approximately 9,000, or 11%. We have designed our new Mini-Bulk solution to cost effectively address this market opportunity without sacrificing our targeted unit economics or the value proposition to our customers. Mini-Bulk relies on a smaller storage and dispensing system and a reduced gas supply service frequency to substantially reduce our overall cost of service for each Mini-Bulk location. However, once in place, it is serviced using our existing infrastructure. We believe our Mini-Bulk capabilities are a competitive advantage for us, extending our beverage carbonation solutions to under-serviced users who cannot be offered a bulk CO2 solution cost effectively by our competitors. We expect Mini-Bulk to provide an important channel for future new customer growth. >Capitalize on Under-Serviced Demand for Draught Beer Carbonation Solutions. We believe the market for draught beer beverage carbonation solutions is also large and under-serviced. We estimate the U.S. market consists of approximately 207,000 bars and full-service restaurants operating more than one draught beer tap. We have invested significant management resources in the development of our proprietary draught beer solutions, including the XactmiX beverage control system and XactN2 nitrogen generator, to address this market opportunity. Our customizable draught beer solutions now utilize a combination of beverage grade CO2, a draught beer grade nitrogen generator and a gas control and blending device to optimize yield, taste and operational efficiency for higher volume draught beer locations. We estimate 132,000, or 64%, of these locations also operate fountain beverage volumes appropriate for our bulk CO2 or Mini-Bulk fountain beverage solutions. We expect that our new draught beer beverage carbonation solutions will drive significant future new customer account growth from bars and full-service restaurants seeking a cost effective, higher quality beverage carbonation solution. However, as discussed in the section entitled "Risk factors," we may not be able to successfully expand our business into the draught beer market. This is the initial public offering of our common stock. There has been no public market for our common stock since 2008. We are offering shares of common stock offered by this prospectus. We expect the public offering price to be between $ and $ per share. We will apply to have our common stock approved for listing on The New York Stock Exchange under the symbol "NUCO." Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock under "Risk factors" beginning on page 16 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total Public offering price $ $ Underwriting discounts and commission $ $ Proceeds, before expenses, to us $ $ The underwriters may also purchase up to an additional shares of our common stock at the public offering price, less the underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $ and our total proceeds, before expenses, will be $ . The underwriters are offering our common stock as set forth under "Underwriting." Delivery of the shares of our common stock will be made on or about , 2010. UBS Investment Bank Goldman, Sachs & Co. J.P. Morgan Table of Contents >Acquire Customer Portfolios from Local Distributors. Alternative sources of supply for our services consist predominantly of: >local "mom and pop" gas distributors who cannot offer an integrated equipment system and refill service approach; >regional gas distributors who provide a system and service offering, but lack exclusive focus, competency and cost effectiveness in providing fountain or draught beer beverage solutions; and >large industrial gas distributors that do not possess our service capabilities or consider beverage gas delivery core to their business model. As the beverage carbonation leader in the U.S. with differentiated service capabilities and the only dedicated national service infrastructure, we believe we have become the "acquiror of choice" for competing beverage gas distributors who find it increasingly difficult to match our cost effectiveness and service intensity. Further, given our dense, nationwide distribution footprint, and the minimal incremental fixed cost and low integration complexity associated with acquired contractual revenues, we are able to acquire incremental revenues at attractive margins. We believe the margins realized on the acquired revenues allow us to significantly enhance our overall operating margins and generate increased equity returns for our stockholders. We have largely operationalized our acquisition program, including dedicating two full-time employees to this function, and have a strong track record of consistently acquiring at least several thousand new accounts from our competitors each year other than in fiscal years 2007 and 2008. We expect that similar opportunities for account acquisition exist and will remain critical to our growth strategy going forward as well as allow us to achieve enhanced operating margins. >Capitalize on Recovery in our Customers' End Markets. While a difficult U.S. consumer environment slowed customer traffic broadly in 2009 by an average of 2% at QSR locations and an average of 4% at U.S. casual dining restaurant locations, according to research conducted by the NPD Group, and consequently slowed the growth of U.S. new restaurant openings, we continued to grow through a mix of organic new account penetration and acquisitions. We believe as unemployment levels subside and GDP grows, store level traffic and new store openings will increase, enhancing our already strong growth opportunity. In addition, based on market research conducted by the NPD Group, QSR consumers continue to shift towards chains versus non-chain locations as shown by traffic distribution. As evidence, this research showed that the percentage of QSR customers visiting chain locations increased from 62% in 2003 to 68% in 2009. This continuing shift towards QSR chains should benefit our revenues, due to our approximately 80% chain and 20% non-chain customer location mix. >Continue to Pursue Innovative Beverage Carbonation Solutions. We have pioneered the development of beverage carbonation solutions for restaurant and hospitality customers with the introduction of our beverage grade bulk CO2 solution, through our most recent innovations, which include the newly debuted Mini-Bulk fountain beverage solution and XactmiX and XactN2 draught beer solutions. We believe our demonstrated ability to uniquely design, develop and introduce innovative beverage carbonation products and solutions for our customers is a competitive advantage and a critical driver of our leading market position. Further, our innovative solutions not only have supported our market leadership, but continue to expand the size of our target markets and potential customer base, therefore creating new avenues for growth. We expect that we will continue to provide innovative beverage carbonation and related solutions to meet the changing needs and demands of our customers. However, as discussed in the section entitled "Risk factors," we cannot assure you that we will continue to bring successful new innovations and new products to the market. The date of this prospectus is , 2010 Table of Contents SUMMARY RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below, the risks described in the section entitled "Risk factors," and the other information contained in this prospectus, including our consolidated financial statements and the related notes, before deciding to purchase any shares of our common stock: >the uncertainty of future operating results; >lack of product diversity, continued market acceptance by the fountain beverage market of our bulk CO2 equipment and consumer preference for carbonated beverages; >our ability to implement our acquisition strategy; >the competitiveness of the fountain beverage carbonation market and our inability to respond to various competitive factors; >dependence on our existing leadership team; >failure to find suitable replacements if our current suppliers refuse to or otherwise do not provide services to us; >the pricing and availability of beverage grade CO2 and other raw materials and shortages or increases in the prices thereof, or an increase in the cost of fuel; >the success of our new products; >seasonality of fountain beverage consumption; >the business, credit, financial and other risks of customers; >any collateral impact resulting from the ongoing worldwide financial "downturn," including global capital and credit market issues and any impacts on other participants in our industry; and >the impact of our indebtedness on the operation of our business, including the impact of our securitization structure. PRINCIPAL STOCKHOLDERS Aurora Equity Partners III L.P., a Delaware limited partnership, and Aurora Overseas Equity Partners III, L.P., a Cayman Islands exempt limited partnership, which we refer to collectively as the Aurora Entities, are affiliates of Aurora Capital Group and control the vote with respect to 100% of our common stock, prior to giving effect to this offering. See "Certain relationships and related party transactions Related Party Transactions Securityholders agreement Proxy and Voting Arrangements." After giving effect to this offering, the Aurora Entities will control the vote with respect to approximately % of our common stock. Because of the Aurora Entities' ability to determine the outcome of stockholder votes, we are subject to additional risks, including that the Aurora Entities may have interests distinct from those of our other stockholders, as discussed in the section entitled "Risk factors." Aurora Capital Group is a Los Angeles-based private investment firm managing over $2.0 billion of total capital. Aurora Equity Partners, the firm's private equity investment vehicle, focuses principally on control-investments in middle-market industrial, manufacturing and selected service oriented businesses, each with a leading position in sustainable niches, a strong cash flow profile and actionable opportunities for both operational and strategic enhancement. Table of Contents CORPORATE STRUCTURE AND DEBT FINANCING We are a holding corporation that was formed in connection with the acquisition of our business from the prior stockholders of NuCO2 Florida Inc. by affiliates of Aurora Capital Group in May 2008, which we refer to in this prospectus as the Acquisition. The Acquisition was, in part, financed utilizing a whole-business securitization financing, or the Securitization Transactions, for which we formed limited-purpose Delaware limited liability company subsidiaries, or the Securitization Entities, to house all of our revenue-generating assets as collateral in support of our financing. NuCO2 Florida Inc., our wholly-owned direct subsidiary, now acts as our operating company and manages the Securitization Entities. We describe the Securitization Entities in further detail later in this prospectus in the section entitled "Business Corporate Structure." We believe our whole business securitization financing is a competitive advantage for us as we are afforded unique financial flexibility at minimal risk and a low cost of funding compared to more conventional financing structures. This structure allows us to fund our operations with highly-rated, lower priced debt, while subjecting us to only one financial covenant, a debt service coverage ratio, or DSCR. This structure also has less onerous restrictions on capital expenditures, acquisitions, dividends and changes of control than typically found in more conventional debt structures. We believe the risk of default in our capital structure is also remote, given that, based on our revenues for the quarter ended September 30, 2010 and our balance sheet as of such date, we expect that we would need to experience a greater than 34.4% decline in our collections over the following three months to breach the DSCR covenant. Our unique capital structure also provides us with a flexible maturity. Upon scheduled maturity in 2013 of our Series 2008-1 Class A-1 Notes, or our 2008 Senior Notes, and our Series 2008-1 Class B-1 Notes, or our Subordinated Notes, we have two successive one-year renewal periods at our sole option which we can utilize to extend this maturity to 2014 or 2015. Our 2010-1 Class A-1 Notes, or our 2010 Senior Notes, mature in 2015. However, as discussed in the section entitled "Risk factors," our whole business securitization does subject us to additional risks, including that we may be required to comply with additional conditions to incur additional new indebtedness and that we have a more limited ability to negotiate with noteholders in an event of default than we would have under a more traditional debt structure. COMPANY INFORMATION We maintain our principal executive offices at 2800 SE Market Place, Stuart, Florida 34997 and our telephone number is (772) 221-1754. We maintain a website at www.NuCO2.com. Information contained on our website is not a part of, and is not incorporated by reference into, this prospectus. Table of Contents Table of Contents The offering Issuer NuCO2 Inc. Common stock we are offering shares Over-allotment option We have granted the underwriters a 30-day option to purchase up to additional shares of our common stock from us at the initial public offering price less underwriting discounts and commissions. The option may be exercised only to cover any over-allotments. Common stock outstanding after this offering shares (or shares if the underwriters exercise their over-allotment option in full). Use of proceeds We intend to use the net proceeds from this offering to redeem preferred equity and for general corporate purposes, including funding future growth and acquisitions. See "Use of proceeds." Dividend policy So long as we are in compliance with the DSCR covenant imposed by our indenture, our indebtedness does not impose any individual or aggregate dollar limit on the amount of dividends we can pay. However, currently we do not anticipate paying any cash dividends to our stockholders for the foreseeable future. We will re-evaluate this policy as circumstances warrant. See "Dividend policy." Risk factors See "Risk factors" beginning on page 16 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock. Proposed New York Stock Exchange symbol NUCO Unless otherwise noted, all information in this prospectus assumes: >no exercise of the underwriters' over-allotment option; and >a public offering price of $ per share of our common stock, which is the mid-point of the range set forth on the front cover of this prospectus. You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. TABLE OF CONTENTS Table of Contents

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider in making your investment decision. You should read this entire prospectus carefully, including the section entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise specified or the context otherwise requires, references in this prospectus to "we," "our," us," "ArthroCare" and "Company" refer to ArthroCare Corporation and its consolidated subsidiaries. ArthroCare Corporation Our Company We are a medical device company that develops, manufactures and markets surgical products, many of which are based on the Company's minimally invasive patented Coblation technology. Our business is divided into three business units: Sports Medicine, Ear Nose and Throat, or ENT, and Spine. Each of the Sports Medicine, ENT and Spine business units market and sell their products in two principal geographic markets: Americas (North and South America) and International (all other geographic locations). Many of our key products are based on our patented Coblation technology, which uses bipolar radiofrequency energy to generate a precisely focused plasma field to remove and shape soft tissues such as cartilage and tendons. This use of bipolar energy is the primary factor that distinguishes our Coblation technology from traditional monopolar and bipolar radiofrequency surgical tools. Monopolar devices drive electrical energy into the treatment site and require electrical energy to travel through the patient's body and exit via a grounding pad usually placed underneath the patient. Conversely, traditional bipolar devices include both an active electrode and a return at the tip of the device so a separate grounding pad is not required. To effect treatment by a bipolar device, electrical energy is applied at the surgical site, where it is concentrated at the targeted tissue and exits via the return electrode. These traditional monopolar and bipolar electrosurgical or laser surgery tools use the heat from the electrical current to burn away targeted tissue, often causing thermal damage to tissue surrounding the targeted surgical area. Our bipolar Coblation devices also include both an active and return electrode at the tip but, in contrast to other bipolar devices, apply electrical energy in a conductive medium at the surgical site. The electrical energy along with electrically conductive fluid, which is found in normal saline solutions, form a highly ionized vapor layer, or plasma field, around the active electrode of the Coblation device. This plasma field enables our Coblation-based products to operate at lower temperatures than traditional devices, minimizing tissue necrosis and damage when compared to traditional bipolar or monopolar instruments. The use of Coblation allows surgeons to operate with a high level of precision and accuracy to minimize collateral tissue damage. Our Coblation-based systems consist of a controller unit with accessories and an assortment of sterile, single-use disposable devices that are engineered to address specific types of procedures. A single multi-purpose surgical system using Coblation technology can replace the multiple surgical tools traditionally used in soft-tissue surgery procedures. We have applied Coblation technology to soft-tissue surgery throughout the body, primarily in the areas of arthroscopic sports medicine, ENT and spine applications. We also are exploring the use of Coblation technology in other markets. PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Corporate Information The Company was incorporated on April 23, 1993 in California and reincorporated in Delaware in 1995. Our principal executive offices are located at 7500 Rialto Blvd., Building Two, Suite 100, Austin, Texas 78735. Our telephone number is (512) 391-3900. Our website address is www.arthrocare.com. The information on, or that may be accessed through, our website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus. "ArthroCare Corporation," "ArthroCare," and other brand names, trademarks, trade names and service marks of ArthroCare Corporation appearing in this prospectus are the property of ArthroCare Corporation. Unless otherwise noted, all other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners. Table of Contents THE OFFERING Common Stock outstanding prior to this offering, excluding the shares underlying the Series A 3.00% Convertible Preferred Stock 27,008,256 shares Common Stock offered by the selling stockholders 5,805,921 shares Common Stock to be outstanding after this offering (see below) 27,008,256 shares Use of proceeds We will not receive any proceeds upon the sale of the Common Stock covered by this prospectus and any accompanying prospectus supplements, but we will incur expenses in connection with the filing of the registration statement of which this prospectus forms a part. NASDAQ Global Market symbol ARTC Risk factors You should read the "Risk Factors" section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Common Stock. On September 1, 2009, the Company issued and sold to an affiliate of One Equity Partners ("OEP") 75,000 shares of the Company's Series A Preferred Stock (the "Equity Financing") pursuant to the Securities Purchase Agreement dated August 14, 2009 by and between the Company and OEP AC Holdings, LLC (the "Securities Purchase Agreement"). The issuance and sale of the Series A Preferred Stock was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to section 4(2) of the Securities Act. The purchase price for the Series A Preferred Stock was $1,000 per share, for an aggregate purchase price of $75,000,000. Each share of Series A Preferred Stock is convertible into shares of Common Stock at any time, in whole or in part, upon the option of the holders of the Series A Preferred Stock at a rate of 66.667 shares of the Company's Common Stock per $1,000 of Liquidation Preference (as defined below) of the Series A Preferred Stock, subject to customary anti-dilution adjustments (the "Conversion Rate") and restrictions set forth in the Securities Purchase Agreement, representing an initial conversion price of $15.00 per share of Common Stock. The Company may cause an automatic conversion of the Series A Preferred Stock into Common Stock any time after September 1, 2010 upon the fulfillment of certain specified conditions. The number of shares of our Common Stock to be outstanding after the date of this prospectus is based on 27,008,256 shares outstanding as of July 29, 2010. This number excludes: 5,805,821 shares of our Common Stock issuable upon the conversion of each outstanding share of our Series A Preferred Stock plus each additional share of Series A Preferred Stock that would have otherwise been paid to the holders of such Series A Preferred Stock if the holders of the Series A Preferred Stock held the shares for five years multiplied by the Conversion Rate (the "Make Whole Adjustment"); 2,776,093 shares of our Common Stock issuable upon the exercise of our stock options under our non-statutory option plan and our 2003 Incentive Stock Plan as of July 29, 2010; 7500 Rialto Blvd., Building Two, Suite 100 Austin, TX 78735 (512) 391-3900 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents 3,171,783 shares of Common Stock reserved as of July 29, 2010 for future grants under our 2003 Incentive Stock Plan. See "Compensation Discussion and Analysis" for further discussion of this plan; and up to 353,989 shares of Common Stock reserved as of July 29, 2010 for future issuance upon settlement of restricted stock units. We are registering the offer and sale of the Common Stock covered by this prospectus and underlying the Series A Preferred Stock to satisfy the registration rights we have granted to the selling stockholders identified in this prospectus. Registration of the Common Stock does not necessarily mean that all or any portion of such securities will be offered for sale by the selling stockholders. We have agreed to bear the expenses of registering the Common Stock under federal and state securities laws, but we will not receive any proceeds from the sale of any Common Stock offered under this prospectus. Plan of Distribution The selling stockholders may sell the Common Stock through agents or dealers, directly to one or more individuals, institutional or other purchasers or through any combination of these methods of sale. The distribution of the Common Stock may be effected in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. See "Plan of Distribution." David Fitzgerald President and Chief Executive Officer ArthroCare Corporation 7500 Rialto Blvd., Building Two, Suite 100 Austin, TX 78735 (512) 391-3900 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Michael W. Hall Joel H. Trotter Latham & Watkins LLP 555 Eleventh Street, NW Washington, DC 20004-1304 (202) 637-2200 Todd Newton Senior Vice President and Chief Financial Officer ArthroCare Corporation 7500 Rialto Blvd., Building Two, Suite 100 Austin, TX 78735 (512) 391-3900 Table of Contents

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+This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information contained under the heading

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+PROSPECTUS SUMMARY You should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under Risk Factors. In addition, you should also read the documents we have referred you to in Incorporation of Certain Documents by Reference on page 21 for information on our company and our financial statements. About Media Sciences International, Inc. Media Sciences International, Inc. is a leading manufacturer of consumables (supplies) for use in color business printers and industrial printers. Our products are a high-quality, lower cost, alternative to the printer manufacturers brand of supplies. Behind every Media Sciences product is The Science of Color our proprietary process for delivering high quality products at the very best price while including a commitment to exceptional, highly responsive technical support and our longstanding industry leading warranty. We distribute our products through international, indirect sales channels including wholesalers, distributors and dealers. Approximately 64% of our revenues are generated in the United States, with the majority of our international sales generated in Western Europe. Our business is derived from a single segment, that of imaging supplies. We are a Delaware corporation that was originally incorporated in Utah in 1983 under the name Communitra Energy, Inc. In 1998, we reincorporated in Delaware under the name Cadapult Graphic Systems, Inc. In 2002, we changed our corporate name to Media Sciences International, Inc. Our headquarters are located at 8 Allerman Road, Oakland, New Jersey 07436, and our telephone number is 201-677-9311. Our website is www.mediasciences.com. The Offering Total shares outstanding 12,699,914 shares of common stock Common stock covered hereby 400,000 shares of common stock Proceeds from offering We will not receive any of the proceeds from the sale or other disposition of the shares of common stock covered hereby. Trading symbol for common stock MSII

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+PROSPECTUS SUMMARY This summary highlights significant aspects of our business and this offering, but it is not complete and does not contain all of the information you should consider before making your investment decision. You should carefully read this entire prospectus, including the "Risk Factors" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements." In this prospectus, all references to "the Company," "Euramax," "we," "us" and "our" refer to Euramax Holdings, Inc. and its consolidated subsidiaries, unless the context indicates or requires an alternative reference. Our Business We are a leading international producer of metal and vinyl products sold to the residential repair and remodel, non-residential construction and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for wood frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. Sales to the building products and RV markets accounted for approximately 77% and 14% of our 2009 sales, respectively. Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers, or OEMs. We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 44 facilities, including 36 in the U.S., two in Canada and six in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax Inc. ("Alumax"), a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout. The following charts show our net sales by segment and geography during the year ended December 25, 2009: Net Sales by Segment Net Sales by Geography For the years ended December 28, 2007, December 26, 2008, and December 25, 2009, we had total net sales of $1.25 billion, $1.17 billion and $812.1 million, respectively, and net losses of $49.4 million, $500.6 million and $85.6 million, respectively. Table of Contents 2009 for certain of these liabilities. Future events could cause actual payments to differ from these amounts. See "Cautionary Statement Regarding Forward-Looking Statements." Payments Due by Period Total Less than 1 year 1 3 years 3 5 years More than 5 years (in millions) Contractual Obligations(1) Long-term debt(2) $ 525 $ $ 525 $ $ Interest on long-term debt(3) 226 36 125 65 Non-cancellable operating leases(4) 29 11 13 4 1 Unconditional purchase obligations 35 35 Total $ 815 $ 82 $ 663 $ 69 $ Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated October 15, 2010 P R O S P E C T U S Shares Euramax Holdings, Inc. Common Stock Table of Contents INDUSTRY, RANKING AND MARKET DATA Market and industry data included in this prospectus, including all market share and market size data and our position and the positions of our competitors within these markets, are based on estimates derived from our management's knowledge and experience in the markets in which we operate, as well as information obtained from internal research and surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Data regarding market position and market share within our industry is intended to provide general guidance but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. Also, the discussion herein regarding our various markets is based on our views regarding the end markets for our products, which products may be either part of larger overall markets or markets that include other types of products. Table of Contents Our Segments We manage our business and serve our customers through five reportable segments differentiated by market, product type and geography. Our structure and business model trace their roots to our history as a downstream producer of aluminum products and have evolved in response to customer demand for products made from materials other than aluminum and in pursuit of growth opportunities in different end markets and geographies. Today we offer a full complement of products responsive to the demands of the markets we serve and produced from various materials, including aluminum, steel, copper, vinyl and fiberglass. Our five reportable segments are described below: U.S. Residential Building Products Our U.S. Residential Building Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. We sell these products to home improvement retailers, lumber yards, distributors and contractors from 10 manufacturing and distribution facilities located in North America. This segment accounted for $232.1 million, or 28.6%, of our net sales in 2009. In 2009 we were the leading manufacturer of preformed metal gutters sold in North America by unit volumes. Further, we believe that we are the only North American supplier that produces preformed roof drainage systems from each of the four most common gutter materials: aluminum, steel, copper and vinyl. U.S. Non-Residential Building Products Our U.S. Non-Residential Building Products segment utilizes light gauge steel and aluminum coil to produce exterior building components, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories. We sell these products to builders, contractors, lumber yards and home improvement retailers from 11 manufacturing and distribution facilities located in the U.S. These products are predominantly used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames. This segment accounted for $211.9 million, or 26.1%, of our net sales in 2009. We believe that we are the second largest supplier of steel roofing and siding utilized for wood frame construction in the U.S. by revenues and believe that we have the largest market share of steel roofing and siding supplied to the Northeastern U.S. wood frame market by sales volume. U.S. RV and Specialty Building Products Our U.S. RV and Specialty Building Products segment utilizes various materials including aluminum coil, steel coil and fiberglass to create exterior components for the towable RV, cargo and manufactured housing markets. These products include sidewall components, siding, doors and trim. We also produce specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S. Our vinyl windows and patio and awning products are high-end replacement and remodel products that carry strong brand recognition in the regional markets where they are sold. This segment operates from 15 manufacturing and distribution facilities located in the U.S. This segment accounted for $119.0 million, or 14.7%, of our net sales in 2009. We estimate that we sold at least 50% of the aluminum sidewalls and 34% of the doors used in the production of towable RVs in the United States in 2009. In addition, we believe that we are the only supplier of aluminum sidewalls in the U.S. with in-house coil coating capabilities. We are offering shares of our common stock. Currently, no public market exists for the shares. We expect the public offering price to be between $ and $ per share. We intend to apply to list the common stock on the under the symbol "EMAX." Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 14 of this prospectus. Table of Contents European Roll Coated Aluminum Our European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which we also process into specialty coated sheets and panels. We sell these products to building panel manufacturers, contractors and UK "holiday home," RV and transportation OEMs that sell to customers throughout Europe and in parts of Asia. Our customers use our specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. We produce and distribute these roll coated products from one facility in The Netherlands and one facility in the UK. This segment accounted for $180.3 million, or 22.2%, of our net sales in 2009. We estimate that we sold at least 85% of the aluminum sidewall material used in the production of RVs in Europe in 2009. European Engineered Products Our European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory-built "holiday home" builders in the UK. We also produce windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. We produce and distribute these engineered products from two facilities in France and two facilities in the UK and have developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening. This segment accounted for $68.8 million, or 8.4%, of our net sales in 2009. We believe that we are the largest supplier of residential vinyl windows to the UK home improvement and holiday home markets by revenues. Our End Markets Through our five segments we serve three primary end markets Residential Building Products, Non-Residential Building Products and Recreational Vehicle Products. We believe our geographic network, broad product portfolio and customization capabilities allow us to effectively meet the diverse requirements of our customers within our end markets. These primary end markets are discussed below: Net Sales by End Market in 2009 Residential Building Products Our net sales to the Residential Building Products end market in 2009 were $308.6 million, or 38% of our net sales, of which approximately 88% were from North America and approximately 12% were from Europe. We supply roof drainage components, vinyl windows, patio components, roofing and siding panels and other related products to the Residential Building Products market. Our roof Per Share Total Public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to us $ $ The underwriters may also purchase up to an additional shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments, if any. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about , 2010. Table of Contents drainage products are typically used for repair, remodel or replacement projects which are driven by wear and tear and weather damage. Roof drainage repair projects are often low cost and non-discretionary in nature. We believe that over 95% of our sales to this end market are derived from repair and remodel activity, with demand typically driven by turnover and aging of housing stock, consumer sentiment, availability of home equity and consumer financing and, in the case of our vinyl window products, increasing consumer interest in energy efficiency. Growth in the U.S. residential repair and remodel market is expected to be driven in the short term by expenditures that were deferred during the economic downturn and over the longer term by the aging of existing housing stock, improvements in consumer confidence and a general recovery in the U.S. residential housing sector. Non-Residential Building Products Our net sales to the Non-Residential Building Products end market in 2009 were $312.3 million, or 39% of our net sales, of which approximately 68% were from the U.S. and Canada and approximately 32% were from Europe. Our non-residential building products are typically used in new construction and include, in the U.S., light gauge steel and aluminum roofing and siding panels, trim and hardware and, in Europe, the Middle East and Asia, roll coated aluminum coil and sheet. In the U.S. and Canada, our products are used in a variety of building applications including barns, smaller commercial buildings, storage sheds, schools, churches, shopping centers, parking garages, pavilions, boat docks and carports. Demand for these products varies according to end use and project scale, with smaller projects driven by consumer confidence and the availability of consumer credit and farm or rural applications driven by the strength of agricultural markets. Outside the U.S. and Canada, our specialty coated aluminum coil is used by customers who produce interior and exterior panels for roofs, ceilings, and siding used in larger commercial construction projects. Demand for these products is generally tied to commercial construction activity throughout Europe, the Middle East and Asia. The Non-Residential Building Products end market contracted significantly during the economic downturn, but as the economy recovers this end market is ultimately expected to benefit from accompanying improvements in consumer confidence, increased consumer disposable income and greater access to financing. Recreational Vehicle Products Our net sales to the Recreational Vehicle Products end market in 2009 were $113.3 million, or 14% of our net sales, of which approximately 43% were from the U.S. and approximately 57% were from Europe. We supply aluminum siding, doors and accessories for RVs in both the U.S. and Europe. This end market is comprised of two distinct RV products: motorhomes and towables. Motorhomes are generally larger, motorized vehicles and towables are lower-cost units towed by automobiles or light trucks. The majority of our sales to this end market are within the towable segment, which comprises the majority of global RV industry unit shipments, and includes sales to substantially all major towable RV OEMs in both the U.S. and Europe. We believe we are the number one supplier of aluminum siding for towable RVs in the combined U.S. and European markets by unit volumes. The U.S. RV market is a $5 billion industry that is currently rebounding following substantial contraction in 2008 and 2009, according to the Recreation Vehicle Industry Association (RVIA). Significant pent-up demand for RVs, the return of attractive RV financing options, improved macro-economic conditions and stabilized gasoline prices are expected to support the rebound of the U.S. RV industry. According to an RVIA report from September 2010, total RV shipments in the U.S. are expected to increase by approximately 56% from 2009 to 2011. The European RV industry generated approximately $6.3 billion of new vehicle revenue in 2009, according to the European Caravan Federation (ECF). In Europe, touring RV shipments are expected to decline by 10% annually from BofA Merrill Lynch Deutsche Bank Securities Table of Contents 2009 through 2011, while motorhome shipments are expected to decline by 4% annually over the same period, according to the European Caravan Federation (ECF). Other Products Our net sales of Other Products in 2009 were $77.9 million, or 9% of our net sales, of which approximately 40% were from the U.S. and Canada and approximately 60% were from Europe. In addition to serving our three primary end markets, we have taken advantage of our available manufacturing capacity and leveraged our materials expertise to develop and sell new products into other markets. These include various metal-based products, such as micro-car frames, heavy equipment operator compartments, utility trailer sidewalls, automobile sunroofs and windows for buses and trains. Our Competitive Strengths The following competitive strengths have contributed to our success and are critical to maintaining the market positions that we enjoy and to achieving our plans for future growth: Well positioned leader in rebounding end markets. We maintain leading market positions in a number of niche markets which we believe are likely to rebound following a severe cyclical downturn. These positions include: #1 position by unit volumes in preformed residential gutters sold in the U.S. #1 position by revenues in metal roofing and siding for wood frame construction in the Northeast U.S. #1 position by unit volumes in aluminum siding for towable RV exteriors in the U.S. #1 position by unit volumes in aluminum siding and roofing for towable RVs in Europe #1 position by unit volumes in steel exterior panels for manufactured housing in the U.S. #1 position by revenues in vinyl windows for the UK holiday home and home center markets Our total net sales derived from these #1 positions were $295.6 million in 2009, or 36.4% of our total net sales. We believe our leading market positions have positioned us to grow sales and improve our profitability amid a period of anticipated recovery in the residential repair and remodel, non-residential construction and RV markets. Fabrication capabilities specifically tailored for niche markets. Our manufacturing capabilities are critical to maintaining our strong position in several niche markets for our products. We are able to procure bare metal and paint it to our customers' specifications. These integrated metal coil coating capabilities provide us with a competitive advantage in the home improvement retail and RV industries as an integrated low-cost supplier of metal products with the ability to meet the demanding delivery requirements of customers in these industries. We believe we are also the only supplier who manufactures roof drainage components from each of the four most common gutter materials: aluminum, steel, copper and vinyl. In Europe, our 103 wide aluminum coating line in The Netherlands is one of only two such lines in the world that coat metal in excess of 96 wide. Strong, established customer relationships. We maintain long-standing relationships among our major customers across our end markets and are a critical supplier to many of our customers. Our top ten accounts have been customers of ours for more than 20 years on average, and include The Home Depot and Lowe's, the two largest home improvement retailers in the U.S., each of whom have been our customer for over 25 years. In addition, since 2005, the year-over-year retention rate of our top 100 The date of this prospectus is , 2010. Table of Contents customers has averaged over 97%. The depth and longevity of our customer relationships provide a foundation for recurring revenues and an outlet for the introduction of new products. More efficient, lower cost business. Since the third quarter of 2008 we have worked to operate a more efficient, lower cost business. Recent improvements reflect the results of our ongoing initiatives to centralize certain management controls, rationalize our operating structure and implement best practices to improve our manufacturing culture. Specific initiatives include: Facility rationalization. Between January 2008 and December 2009, we closed 26 facilities representing approximately 24% of our square footage devoted to manufacturing and distribution. These closures eliminated redundant and less profitable or unprofitable facilities while reducing supervisory and administrative personnel. In closing these facilities, we endeavored to and believe we did retain a significant portion of the profitable business previously served by these closed facilities. We believe we have enhanced the overall productivity potential of our facilities and will be able to support the peak volumes that existed prior to these closures. Centralized lean manufacturing deployment. Beginning in June 2008, we centralized the implementation and execution of our lean manufacturing initiatives and related integrated sales and operational planning. As a result, we have achieved significant reductions in inventory, improved our efficiency and strengthened customer service at many of our facilities. We expect to continue to benefit from greater efficiencies incrementally as we implement these best practices across our global platform. Information technology deployment. We have deployed a market leading enterprise resource planning, or ERP, system in our U.S. Non-Residential Building Products segment, and expect to deploy this system in our other U.S. segments over the next several years. Our new ERP system enables us to better support our manufacturing and selling processes by providing critical information related to product cost, supply chain status and customer profitability. In 2009, for instance, our ERP system allowed us to more easily identify and ultimately terminate over 750 customer relationships which represented insignificant revenue, while accounting for a disproportionate portion of our costs. Improved freight and logistics productivity. We have undertaken a significant number of initiatives to improve our freight and logistics productivity and reduce our shipping costs, including outsourcing routes, implementing load optimization software, changing our driver compensation structure and adding on-board GPS systems to track productivity and manage mileage-based compensation within our captive shipping fleet. Non-metal procurement cost management. Under our procurement cost reduction initiatives, in 2009 we reduced our non-metal procurement costs by more than $6 million. As a result of these and other initiatives, we have a more favorable cost structure than we did prior to 2008. For example, we estimate that we increased our net sales per employee by 9.1% in the twelve months ended July 2, 2010 compared to the year ended December 28, 2007. We also estimate that we reduced our selling and general expenses (excluding depreciation) as a percentage of sales volume by 6.9% in the twelve months ended July 2, 2010 compared to the year ended December 28, 2007. These improvements were achieved despite a 20.7% reduction in net sales volume during the same period. We believe that these improvements have made us more competitive and have positioned us to improve our operating margins as our key end markets recover. Significant diversification across products, materials, customers, end markets and geography. We produce and deliver over 10,000 unique products, utilizing aluminum, steel, copper, vinyl and fiberglass, through a multi-channel distribution network that serves customers across multiple end markets and geographies. Our customer base is highly diverse, with our top ten customers accounting for less than Table of Contents 31% and no single customer accounting for more than 12% of our total 2009 net sales. Further, our top ten customers include customers from each of our five segments. Our sales are also diversified geographically, with 69% of our 2009 net sales originating in the U.S. and Canada, and the remainder originating in the UK, The Netherlands and France. This diversity has helped to offset the cyclicality that is experienced in some of the markets we serve, while allowing us to address profitable growth opportunities as they arise in different product lines, end markets and geographies. Committed and experienced management team. We have an experienced management team led by our chief executive officer Mitchell B. Lewis and chief financial officer R. Scott Vansant. Messrs. Lewis and Vansant each have approximately 20 years of industry experience with us and our predecessor and have effectively led us through various industry cycles, economic conditions and capital and ownership structures. Our Business Strategy Our strategy is to leverage the strengths and experience that have provided us leading market positions to grow our business beyond our current product offerings and the customers and geographic markets we currently serve. In addition, we will endeavor to improve our capabilities and profitability through process improvement initiatives and further cost reductions. Capture growth related to anticipated market recovery. As a leading manufacturer of exterior building products, we intend to capitalize on the anticipated recovery in the residential repair and remodel, non-residential construction and RV markets. We believe that our leading market positions, well-established customer relationships, broad product portfolio, national distribution capabilities and low cost manufacturing platform provide us with a competitive advantage over other suppliers. Continue to focus on operational leverage. We believe that we have created significant operating leverage within our current manufacturing platform that will provide substantially greater earnings potential in a rising volume environment and position us for continued improvement in our profitability. We intend to continue to improve our cost structure through incremental lean manufacturing deployment, improved supply chain management, reduced freight and procurement costs, incremental facility rationalization, and implementation of best practices throughout our organization. We also intend to continue to integrate new information technologies across our business, which we expect will further enhance our management capabilities, improve our data quality and enable further integration of our businesses. We have already shown significant improvement in operational leverage, but we believe there remain significant opportunities for further improvements in each of these categories. Drive growth through business development initiatives. We have instituted a series of business development initiatives that we believe will position us to achieve profitable organic growth. As part of our planning process, we task each segment to broaden its geographic presence and product offering. Given our efficient and adaptable manufacturing and distribution platform, as well as our existing channel partners and industry relationships, we believe that we are particularly well positioned to develop and profitably commercialize new products as well as modify existing products to respond to new and expanding markets, particularly as our markets continue to recover from 2009 levels. As part of our efforts, we have instituted an incentive compensation structure that specifically rewards business development efforts among key managers. Expand into new geographic markets. Given our efficient and adaptable manufacturing and distribution platform as well as our established channel partners and industry relationships, we are well positioned to identify and selectively act on growth opportunities in new geographic markets. The versatility of our product line allows us to modify already successful products for use in other geographic areas both in the U.S. and abroad. For example, we You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf that we have referred you to. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should not assume that the information in this prospectus and any free writing prospectus is accurate as of any date other than the date of the applicable document, regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or prospects may have changed since the date of the applicable document. Table of Contents plan to grow our sales of roof drainage products in Canada and our sales to the distributor channel outside the Northeastern U.S. Internationally, we have increased our sales effort and representation in emerging markets where our manufacturing and distribution expertise can be leveraged profitably. Increase sales to new customers. We plan to continue to identify and develop new market opportunities for our products, such as sales to government entities (including the military) or through government contractors, and leverage our product portfolio to increase penetration of our full product line across all building materials sales channels. Develop innovative new products. We plan to continue to engage in research and development of new products and leverage our existing relationships to distribute these products, such as our recent successful introduction of a new solid gutter cover in the U.S. as well as a roll coated aluminum coil offering with unique sand-resistant properties specifically designed for applications in the Middle East. Identify and integrate selected value-enhancing acquisitions. Our acquisition strategy is designed to complement our business development efforts. We intend to selectively pursue bolt-on acquisitions that enable us to broaden our product offering to existing customers or to accelerate our growth in new geographic areas. Risks Relating to Our Business We face certain risks that could materially affect our business, financial condition, results of operations and prospects. You should carefully consider the risks and uncertainties summarized below, the risks described under "Risk Factors," the other information contained in this prospectus and our consolidated financial statements and the related notes before you decide whether to invest in our common stock. Some of the more significant challenges and risks we face include the following: our susceptibility to cyclical fluctuations in the end markets we serve, declines in U.S., European and global general economic conditions and the stability of our end markets; our ability to maintain positive relations with our key customers and the risk to our business if we lose business from or terminate relationships with our major customers; the cost and availability of raw materials used in our products, particularly aluminum and steel, and our ability to pass through increases in these costs to our customers; our reliance on unique fabrication techniques and risks associated with manufacturing processes; our dependence on information technology in our operations, including our new ERP system; the highly competitive nature of our business; risks arising from the international scope of our business; our substantial indebtedness; and restrictions contained in our debt agreements which may limit our flexibility in operating our business. We operate on a 52 or 53 week fiscal year ending on the last Friday in December. Our fiscal years consisted of 52 weeks for the years ended December 25, 2009, December 26, 2008 and December 28, 2007, respectively. Fiscal years are referred to in this prospectus according to the closest calendar year. For example, 2009 refers to the fiscal year ended December 25, 2009. Table of Contents The Offering Issuer Euramax Holdings, Inc. Common stock offered by us shares. Option to purchase additional shares of common stock from us shares. Common stock outstanding immediately after the offering shares. Use of proceeds We estimate that the net proceeds to us in this offering, after deducting the underwriters' discount and the estimated expenses of the offering payable by us, will be approximately $ million (based on the midpoint of the price range set forth on the cover page of this prospectus). We expect to use the net proceeds of this offering to repay $ million of the term loans under our first lien credit facility. If the underwriters exercise their option to purchase additional shares from us in full, the additional net proceeds to us would be approximately $ million (and the total net proceeds to us would be approximately $ million) and we intend to use such additional net proceeds in the manner described above. See "Use of Proceeds." Dividend policy We do not intend to pay any dividends on our common stock for the foreseeable future following completion of the offering. See "Dividend Policy." Proposed ticker symbol "EMAX"

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