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 registrant’s 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 Company’s 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 Company’s 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.

 

 

RICHARDSON ELECTRONICS, LTD.

 

 

 

 

By:

/S/    EDWARD J. RICHARDSON

 

Name:

Edward J. Richardson

 

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

  

Title

 

Date

 

 

 

 

 

/S/    EDWARD J. RICHARDSON        

  

Chairman of the Board and Chief Executive Officer (principal executive officer)

 

February 16, 2007

Edward J. Richardson

 

 

 

/S/    DAVID J. DENEVE        

  

Chief Financial Officer (principal financial and accounting officer)

 

February 16, 2007

David J. DeNeve

 

 

 

/S/    ARNOLD R. ALLEN*      

  

Director

 

February 16, 2007

Arnold R. Allen

 

 

 

/S/    JACQUES BOUYER*      

  

Director

 

February 16, 2007

Jacques Bouyer

 

 

 

/S/    SCOTT HODES*      

  

Director

 

February 16, 2007

Scott Hodes

 

 

 

/S/    BRUCE W. JOHNSON*     

  

Director

 

February 16, 2007

Bruce W. Johnson

 

 

 

/S/    AD KETELAARS*      

  

Director

 

February 16, 2007

Ad Ketelaars

 

 

 

/S/    JOHN R. PETERSON*   

  

Director

 

February 16, 2007

John R. Peterson

 

 

 

/S/    HAROLD L. PURKEY*      

  

Director

 

February 16, 2007

Harold L. Purkey

 

 

 

/S/    SAMUEL RUBINOVITZ*     

  

Director

 

February 16, 2007

Samuel Rubinovitz

 

__________

*  

Signed by David J. DeNeve as attorney-in-fact.

 

 

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