As filed with the Securities and Exchange Commission on September 28, 2015
Registration No. 333-144905
Registration No. 333-151158
Registration No. 333-156026
Registration No. 333-171989
Registration No. 333-175257
Registration No. 333-177863
Registration No. 333-200302
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-144905
FORM S-3 REGISTRATION STATEMENT NO. 333-151158
FORM S-3 REGISTRATION STATEMENT NO. 333-156026
FORM S-3 REGISTRATION STATEMENT NO. 333-171989
FORM S-3 REGISTRATION STATEMENT NO. 333-175257
FORM S-3 REGISTRATION STATEMENT NO. 333-177863
FORM S-3 REGISTRATION STATEMENT NO. 333-200302
Under
The
Securities Act of 1933
Metalico, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware |
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3341 |
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52-2169780 |
(State or Other Jurisdiction
of Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
186 North Avenue East
Cranford, New Jersey 07016
(908) 497-9610
(Address
of Principal Executive Offices Including Zip Code)
Arnold S.
Graber, Esq.
Executive Vice President, General Counsel and Secretary
Metalico, Inc.
186 North
Avenue East
Cranford, New Jersey 07016
(908) 497-9610
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700
(Name,
Address and Telephone Number of Agent for Service)
Approximate date of commencement of proposed sale to the public: Not applicable
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 of 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):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
EXPLANATORY NOTE
These post-effective amendments (collectively, the Post-Effective Amendments) relate to the following Registration Statements on Form S-3
(collectively, the Registration Statements) filed by Metalico, Inc. (Metalico) with the Securities and Exchange Commission:
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(1) |
Registration No. 333-144905 relates to 5,245,999 shares of common stock, par value $0.001 per share, of Metalico, offered for resale, from time to time, by certain selling stockholders, filed July 27, 2007.
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(2) |
Registration No. 333-151158 relates to 16,203,019 shares of common stock, par value $0.001 per share, of Metalico, offered for resale, from time to time, by certain selling stockholders, filed May 23, 2008,
and amended by Amendment No. 1 to Form S-3 on July 16, 2008. |
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(3) |
Registration No. 333-156026 relates to the public offering of up to $150,000,000 of securities of Metalico, filed on December 9, 2008. |
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Registration No. 333-171989 relates to 782,763 shares of common stock, par value $0.001 per share, of Metalico, offered for resale, from time to time, by certain selling stockholders, filed January 31, 2011.
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Registration No. 333-175257 relates to 1,456,731 shares of common stock, par value $0.001 per share, of Metalico, offered for resale, from time to time, by certain selling stockholders, filed June 30, 2011.
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Registration No. 333-177863 relates to the public offering of up to $200,000,000 of securities of Metalico, filed on November 9, 2011. |
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(7) |
Registration No. 333-200302 relates to 4,953,190 shares of common stock, par value $0.001 per share, of Metalico, offered for resale, from time to time, by certain selling stockholders, filed November 17,
2014, amended by Amendment No. 1 on December 2, 2014, and amended by Post-Effective Amendment No. 1 on April 23, 2015 . |
On September 11, 2015, pursuant to an Agreement and Plan of Merger, dated as of June 15, 2015, by and among Total Merchant Limited
(Parent), TM Merger Sub Corp. (Merger Sub) and Metalico, as amended (the Merger Agreement), Merger Sub merged with and into Metalico (the Merger) and Metalico became a wholly owned subsidiary of
Parent. In connection with the Merger, all offerings of Metalicos securities pursuant to the Registration Statements were terminated. In accordance with the undertaking contained in each Registration Statement to remove from registration, by
means of a post-effective amendment, any of the securities registered thereby (collectively, the Registered Securities) which remain unsold at the termination of the offering, Metalico, hereby removes from registration, by means of these
Post-Effective Amendments, any Registered Securities that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing an amendment on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cranford, State of New Jersey,
on September 28, 2015.
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Metalico, Inc. |
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By: |
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/s/ CARLOS E. AGÜERO |
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Name: Carlos E. Agüero Title: President
and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration
Statements on Form S-3 have been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ CARLOS E. AGÜERO
Carlos E. Agüero |
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President and Chief Executive Officer, Director (Principal Executive Officer) |
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September 28, 2015 |
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/s/ KEVIN WHALEN
Kevin Whalen |
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Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer) |
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September 28, 2015 |
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/s/ HUANG CHUNG SHENG
Huang Chung Sheng |
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Chairman of the Board |
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September 28, 2015 |
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/s/ MICHAEL J. DRURY
Michael J. Drury |
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Director |
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September 28, 2015 |
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/s/ WONG KEANG KIONG
Wong Keang Kiong |
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Director |
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September 28, 2015 |
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/s/ PETE MEYERS
Pete Meyers |
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Director |
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September 28, 2015 |
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/s/ LEW KAE MING
Lew Kae Ming |
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Director |
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September 28, 2015 |
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/s/ WONG SOON MING
Wong Soon Ming |
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Director |
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September 28, 2015 |
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/s/ TAN KHAI YIN
Tan Khai Yin |
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Director |
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September 28, 2015 |
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