|
Registration
No.
|
|
Delaware
(State
or other jurisdiction of incorporation or organization)
|
06-1488212
(I.R.S.
Employer Identification No.)
|
|
|
1
Van Der Donck Street, Second Floor
Yonkers,
New York 10701
(914)
623-0700
|
||
|
(Address
of Principal Executive Offices)
|
||
|
Title
Of Securities
To
Be Registered
|
Amount
To Be
Registered
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
Of Registration Fee
|
|
Common
Stock, $.0001
par
value
|
500,000
(1)
|
$
0.70 (2)
|
$350,000
(2)
|
$
37.45 (2)
|
|
Exhibit
Nos. *
|
Description
of Exhibit
|
|
|
10.1[1]
|
EVCI
Career Colleges Holding Corp. Amended and Restated 2004 Incentive
Stock
Plan.
|
|
|
10.2[2]
|
Form
of Stock Option Agreement (Non-Qualified Stock Option).
|
|
|
10.3[3]
|
Form
of Restricted Stock Award Agreement for restricted stock awards to
Dr.
John J. McGrath, Dr. Arol I. Buntzman and Joseph J. Looney (expired
prior
to vesting), without Annexes A and B.
|
|
|
10.4[3]
|
Restricted
Stock Award Agreement, dated March 1, 2006, between the Registrant
and
Joseph D. Alperin, without Annex A.
|
|
|
5**
|
Opinion
of Joseph D. Alperin, Esq.
|
|
|
23.1**
|
Consent
of Goldstein Golub Kessler LLP
|
|
|
23.2**
|
Consent
of Joseph D. Alperin, Esq. (included in Exhibit 5).
|
|
|
*
|
Numbers
inside brackets indicate documents from which exhibits have been
incorporated by reference.
|
| (a) |
The
undersigned registrant hereby
undertakes:
|
| (1) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
| (i) |
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
| (ii) |
To
reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in this registration
statement; and
|
| (iii) |
To
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration statement;
|
| (2) |
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona
fide offering
thereof.
|
| (3) |
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
| (b) |
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide
offering thereof.
|
| (c) |
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that in the opinion of the Commission
such
indemnification is against public policy as expressed in the Act,
and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of
expenses incurred or paid by a director, officer or controlling person
of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled
by
controlling precedent, submit to a court of appropriate jurisdiction
the
question whether such indemnification by it is against public policy
as
expressed in the Act, and will be governed by the final adjudication
of
such issue.
|
| EVCI CAREER COLLEGES HOLDING CORP. | ||
| |
|
|
| By: | /s/ Dr. John J. McGrath | |
|
Dr. John J. McGrath |
||
| Chief Executive Officer and President | ||
|
Signature
|
Title
|
Date
|
|
/s/
Dr. Arol I. Buntzman
|
Chairman
of the Board
|
June
29, 2006
|
| Dr. Arol I. Buntzman | ||
|
/s/ Dr. John J. McGrath |
Chief
Executive Officer, President and Director
|
June
29, 2006
|
| Dr. John J. McGrath | ||
|
/s/ Richard Goldenberg |
Chief
Financial Officer and Director (Principal Financial and Accounting
Officer)
|
June
29, 2006
|
| Richard Goldenberg | ||
|
/s/
Royce N. Flippin, Jr.
|
Director
|
June
29, 2006
|
| Royce N. Flippin, Jr. | ||
|
/s/
Philip M. Getter
|
Director
|
June
29, 2006
|
| Philip M. Getter | ||
|
/s/
Donald Grunewald.
|
Director
|
June
29, 2006
|
| Donald Grunewald | ||
|
/s/
Elie Housman
|
Director
|
June
29, 2006
|
| Elie Housman |
|
Exhibit
Nos. *
|
Description
of Exhibit
|
|
|
10.1[1]
|
EVCI
Career Colleges Holding Corp. Amended and Restated 2004 Incentive
Stock
Plan.
|
|
|
10.2[2]
|
Form
of Stock Option Agreement (Non-Qualified Stock Option).
|
|
|
10.3[3]
|
Form
of Restricted Stock Award Agreement for restricted stock awards to
Dr.
John J. McGrath, Dr. Arol I. Buntzman and Joseph J. Looney (expired
prior
to vesting), without Annexes A and B.
|
|
|
10.4[3]
|
Restricted
Stock Award Agreement, dated March 1, 2006, between the Registrant
and
Joseph D. Alperin, without Annex A.
|
|
|
5**
|
Opinion
of Joseph D. Alperin, Esq.
|
|
|
23.1**
|
Consent
of Goldstein Golub Kessler LLP
|
|
|
23.2**
|
Consent
of Joseph D. Alperin, Esq. (included in Exhibit 5).
|
|