AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2007 |
Registration Statement No. 333-125254 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-1
Registration Statement
Under the
Securities Act of 1933
_______________________________
RICHARDSON ELECTRONICS, LTD.
(Exact name of registrant as specified in its charter)
Delaware |
5065 |
36-2096643 |
(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
incorporation or organization) |
Classification Code Number) |
Identification Number) |
_______________________________
40W267 Keslinger Road
P.O. Box 393
LaFox, Illinois 60147-0393
(630) 208-2200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
_______________________________
David J. Gilmartin, Esq.
Vice President, General Counsel & Secretary
Richardson Electronics, Ltd.
P.O. Box 393
LaFox, Illinois 60147-0393
(630) 208-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________
Copies to:
Scott Hodes, Esq.
C. Brendan Johnson, Esq.
Bryan Cave LLP
161 North Clark Street, Suite 4800
Chicago, Illinois 60601
Tel: (312) 602-5000
Fax: (312) 602-5050
_______________________________
Richardson Electronics, Ltd. (the Company) files this post-effective amendment No. 1 to the registration statement on Form S-1 (File No. 333-125254) (as amended, the Registration Statement) to deregister securities which were registered under the Registration Statement but were not sold under the Registration Statement. The offering contemplated by the Registration Statement was the resale of up to $44,683,000 aggregate principal amount of the Companys 7 ¾% Convertible Senior Subordinated Notes due 2011 (the Notes) and the common stock issuable upon conversion thereof (together, the Securities).
In connection with the original issuance of the Notes pursuant to an exchange offer consummated on February 14, 2005, the Company entered into a Resale Registration Rights Agreement with the exchange participants. Upon the two year anniversary of the consummation of the exchange offer, the Companys obligation to maintain the effectiveness of the Registration Agreement expired and therefore the Company is terminating this offering. Those selling securityholders that are not affiliates of the Company, as defined in Rule 144 under the Securities Act of 1933, may continue to sell the Securities as may be permitted by Rule 144(k).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Kane, State of Illinois, on February 16, 2007.
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RICHARDSON ELECTRONICS, LTD. | |
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By: |
/S/ EDWARD J. RICHARDSON |
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Name: |
Edward J. Richardson |
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Title: |
Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
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Date | ||
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/S/ EDWARD J. RICHARDSON |
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Chairman of the Board and Chief Executive Officer (principal executive officer) |
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February 16, 2007 | ||
Edward J. Richardson | ||||||
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/S/ DAVID J. DENEVE |
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Chief Financial Officer (principal financial and accounting officer) |
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February 16, 2007 | ||
David J. DeNeve | ||||||
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/S/ ARNOLD R. ALLEN* |
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Director |
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February 16, 2007 | ||
Arnold R. Allen | ||||||
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/S/ JACQUES BOUYER* |
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Director |
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February 16, 2007 | ||
Jacques Bouyer | ||||||
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/S/ SCOTT HODES* |
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Director |
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February 16, 2007 | ||
Scott Hodes | ||||||
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/S/ BRUCE W. JOHNSON* |
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Director |
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February 16, 2007 | ||
Bruce W. Johnson | ||||||
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/S/ AD KETELAARS* |
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Director |
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February 16, 2007 | ||
Ad Ketelaars | ||||||
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/S/ JOHN R. PETERSON* |
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Director |
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February 16, 2007 | ||
John R. Peterson | ||||||
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/S/ HAROLD L. PURKEY* |
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Director |
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February 16, 2007 | ||
Harold L. Purkey | ||||||
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/S/ SAMUEL RUBINOVITZ* |
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Director |
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February 16, 2007 | ||
Samuel Rubinovitz | ||||||
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Signed by David J. DeNeve as attorney-in-fact. |
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