As filed with the Securities and Exchange Commission on December 30, 2008.
 

Registration No. 333-148743
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
ENER1, INC.
(Exact name of registrant as specified in its charter)
     
Florida
(State or other jurisdiction of
incorporation or organization)
 
72-1449411
(I.R.S. Employer
Identification No.)
 
1540 Broadway, Suite 25C
New York, New York 10036
(212) 920-3500
 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Nicholas Brunero, Deputy General Counsel
Ener1, Inc.
1540 Broadway, Suite 25C
New York, New York 10036
(212) 920-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
with copies to:
 
Robert L. Mazzeo
Mazzeo Song & Bradham, LLP
708 Third Avenue - 19th Floor
New York, New York 10017
(212) 599-0700
 
Approximate date of commencement of proposed sale to the public:   Not applicable.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
 
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
 
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. 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
 
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 o
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company x
(Do not check if a smaller reporting company)      
 
 
 
This Post-Effective Amendment No. 1 to the Registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8 (c) of the Securities Act of 1933, as amended, may determine.
 
DEREGISTRATION OF SECURITIES
 
On January 18, 2008, Ener1 Inc. (“Ener1”) filed a Registration Statement on Form S-3 (Registration No. 333-148743) (the “Registration Statement”), as amended on March 21, 2008 and supplemented on June 20, 2008, registering the sale, from time to time, of up to 9,092,857 shares of Ener1's common stock (the “Common Stock”) on behalf of the selling shareholders named in the Registration Statement. The filing of the Registration Statement was made pursuant to a registration rights agreement between the Registrant and the initial purchasers of the shares (the “Registration Rights Agreement”).
 
Ener1 has determined that it is no longer required under the Registration Rights Agreement to register the resale of the shares of Common Stock registered under the Registration Statement. Ener1 hereby amends the Registration Statement by deregistering 17,468 shares remaining unsold and files this Post-Effective Amendment No. 1 to remove all such unsold shares from registration and to terminate the effectiveness of the Registration Statement.

 

 
SIGNATURE
        
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of Form S-3 and authorized this Post-Effective Amendment No. 1 to the Registration Statement No. 333-148743 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on December 30, 2008.
 
     
 
ENER1, INC.
 
  
 
 
By:  
/s/ Charles Gassenheimer
 
Charles Gassenheimer
Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement No. 333-148743 has been signed below by the following persons in the capacities and on the dates indicated.

 
Signature 
 
Title 
 
Date 
 
  
       
 
/s/ Charles Gassenheimer
 
Chief Executive Officer, Chairman
 
December 30, 2008
 
Charles Gassenheimer
 
(Principal Executive Officer)
   
 
  
       
 
/s/ Peter Novak
 
President, Director
 
December 30, 2008
 
Peter Novak
       
 
         
       
 
/s/ Gerard A. Herlihy
 
Chief Financial Officer
 
December 30, 2008
 
Gerard A. Herlihy
 
(Principal Financial Officer and Principal Accounting Officer)
   
 
     
       
           
     
Director
 
December 30, 2008
 
Kenneth Baker
       
           
 
     *
 
Director
 
December 30, 2008
 
Marshall Cogan
       
           
      
Director
 
December 30, 2008
 
Mark Danastasio
       
           
 
     *
 
Director
 
December 30, 2008
 
Elliot Fuhr
       
 
         
       
 
     *
 
Director
 
December 30, 2008
 
Karl Gruns
       
 
  
       
 
     *
 
Director
 
December 30, 2008
 
Ludovico Manfredi
       
           
 
     *
 
Director
 
December 30, 2008
 
Thomas Snyder
       
           
*By:
/s/ Peter Novak
       
 
Peter Novak
       
 
Attorney in fact
       
           
           


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