As filed with the Securities and Exchange Commission
on May 25, 2021
Registration No. 333-227399
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3 To
Form
S-3 Registration Statement No. 333-227399
UNDER
THE SECURITIES ACT OF 1933
GENERAL FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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32-0163571
(IRS Employer Identification No.)
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39 East Union Street
Pasadena, CA 91103
(719) 447-2000
(Address, including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Joli L. Gross
Vice President and Secretary
General Finance Corporation
39 East Union Street
Pasadena, California 91103
Telephone: (626) 204-6308
(Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
with a copy to:
Francis J. Aquila
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
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. ¨
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. ¨
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. ¨
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 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. ¨
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. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment related to the following
Registration Statement on Form S-3 filed by General Finance Corporation, a Delaware corporation (the “Company”) (the “Registration
Statement”), is being filed to withdraw and remove from registration the securities of the Company that had been registered but
not issued under such Registration Statement:
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1.
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Registration Statement on Form S-3 (File No. 333-227399), originally filed with the Securities and Exchange Commission (the “SEC”)
on September 18, 2018 registering an indeterminate amount of shares of the Company’s common stock, preferred stock, debt securities
and warrants at indeterminate prices.
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On May 25, 2021, pursuant to the Agreement and Plan
of Merger, dated as of April 15, 2021 (the “Merger Agreement”), among the Company, United Rentals (North America), Inc., a
Delaware corporation (“Parent”), and UR Merger Sub VI Corporation, a Delaware corporation and wholly owned subsidiary of Parent
(“Purchaser”), Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a
subsidiary of Parent.
As a result of the Merger, the Company has terminated
any and all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933,
as amended, including the Registration Statement. In accordance with undertakings made by the Company in the Registration Statement to
remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold
at the termination of the offering, the Company hereby removes from registration all such securities of the Company registered pursuant
to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate,
to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pasadena, State of California, on May 25, 2021.
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GENERAL FINANCE CORPORATION
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By:
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/s/ Joli L. Gross
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Name: Joli L. Gross
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Title: Vice President and Secretary
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No other person is required to sign this Post-Effective
Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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