- Post-Effective Amendment to Registration Statement (POS AM)
03 July 2012 - 6:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 2, 2012
Registration No. 333-138883
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-3
UNDER
THE SECURITIES ACT OF 1933
RF MONOLITHICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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76-1638027
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification No.)
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4441 Sigma Road
Dallas, Texas
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75244
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(Address of Principal Executive Offices)
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(Zip Code)
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Harley E Barnes III, Chief Financial Officer
RF Monolithics, Inc.
4441 Sigma Road
Dallas, Texas 75244
(972) 233-2903
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Kazuhiro Shimizu
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
Telephone: (404) 881-7000
Facsimile: (404) 881-7777
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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Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company
x
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the following registration statement on Form S-3 (the Registration
Statement) of RF Monolithics, Inc. (the Company):
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Registration Statement on Form S-3 (File No. 333-138883), filed on November 21, 2006, pertaining to common stock of the Company, par value
$0.001 per share.
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On July 1, 2012, Ryder Acquisition Company, Limited (Merger Sub), a
Delaware corporation and wholly owned subsidiary of Murata Electronics North America, Inc., a Texas corporation (MENA), merged (the Merger) with and into the Company pursuant to the terms of an Agreement and Plan of Merger,
dated as of April 12, 2012, by and among MENA, Merger Sub and the Company. As a result of the Merger, the Company became a wholly owned subsidiary of MENA and the Company has terminated all offerings of its securities pursuant to its existing
registration statements, including the Registration Statements.
In accordance with an undertaking contained in the
Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities of the Company
registered but unissued under the Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on July 2, 2012.
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RF MONOLITHICS, INC.
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By:
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/s/ Farlin Halsey
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Name:
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Farlin Halsey
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Title:
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President and Chief Executive Officer
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