As filed with the Securities and Exchange Commission on
September 19, 2011
Registration No. 333-164237
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
CHINA SECURITY & SURVEILLANCE TECHNOLOGY,
INC.
(Exact name of Registrant as specified in its
charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
98-0509431
(I.R.S. Employer Identification
No.)
13/F, Shenzhen Special Zone Press Tower, Shennan Road
Futian District, Shenzhen, China 518034
(86) 755-8351-0888
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Guoshen Tu
Chairman and CEO
13/F,
Shenzhen Special Zone Press Tower Shennan Road
Futian District,
Shenzhen, China 518034
(86) 755-8351-0888
(Names and addresses, including zip codes, and telephone
numbers, including area codes, of agents for service)
With copies to:
Louis A. Bevilacqua, Esq.
Joseph
R. Tiano, Esq.
Thomas M. Shoesmith, Esq.
Pillsbury Winthrop Shaw Pittman
LLP
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
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Approximate date of commencement of
proposed sale to the public:
From time to time after this Registration
Statement becomes effective.
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. [ X ]
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 for an offering 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. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
|
|
Accelerated filer [ X ]
|
Non-accelerated filer
[ ]
|
(Do not check if a smaller reporting
company)
|
Smaller reporting company
[ ]
|
2
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 is an amendment to the
Registration Statement on Form S-3 (Reg. No. 333-164237) (the Registration
Statement) of China Security & Surveillance Technology, Inc. (the
Company). Effective as of September 16, 2011 (the Effective Time), pursuant
to the Amended and Restated Agreement and Plan of Merger, dated as of May 3,
2011, by and among Rightmark Holdings Limited, a British Virgin Islands company
(Parent), Rightmark Merger Sub Limited, a Delaware corporation and a wholly
owned, direct subsidiary of Parent (Merger Sub), the Company and Mr. Guoshen
Tu (solely for the purpose of Section 6.15 of therein), Merger Sub merged with
and into the Company with the Company being the surviving corporation and a
wholly owned subsidiary of Parent (the Merger) and each issued and outstanding
shares of common stock of the Company, other than certain excluded shares, was
converted into the right to receive $6.50 per share in cash, without interest.
As a result of the Merger, the offerings under the Registration Statement have
been terminated. In accordance with the undertakings made by the Company to
remove from registration, by means of a post-effective amendment, any of the
securities registered under the Registration Statement which remain unsold at
the termination of the offerings, the Company hereby removes from registration
all securities registered under the Registration Statement which remained unsold
as of the Effective Time.
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SIGNATURES
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 of filing on Form S-3 and has duly caused this Post
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Shenzhen, China on
September 19, 2011.
China Security & Surveillance Technology, Inc.
By:
/s/ Guoshen Tu
Guoshen Tu
Chairman and Chief
Executive Officer
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the
Securities Act of 1933, as amended.
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