As filed with the Securities and Exchange Commission on May 9, 2016
Registration No. 333-116155
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C., 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-2
ON
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POWERSECURE
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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84-1169358
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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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1609 Heritage Commerce Court
Wake Forest, North Carolina 27587
(Address, including zip code, of principal executive offices)
Eric Dupont
Executive
Vice President, Chief Financial Officer, Treasurer and Secretary
PowerSecure International, Inc.
1609 Heritage Commerce Court
Wake Forest, North Carolina 27587
(919) 556-3056
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Joel T. May
Jones Day
1420 Peachtree
Street
Atlanta, Georgia 30309
(404) 521-3939
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.
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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.
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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.
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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.
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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.
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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.
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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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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF UNSOLD SECURITIES
PowerSecure International, Inc., a Delaware corporation (Registrant), is filing this Post-Effective Amendment No. 3 to the
Registration Statement on Form S-3 (the Registration Statement) (No. 333-116155), filed with the Securities and Exchange Commission (the Commission) on June 4, 2004, registering 5,833,716 shares of Registrants common
stock, par value $.01 per share (Common Stock) for resale by selling stockholders.
On May 9, 2016, pursuant to the terms of
an Agreement and Plan of Merger, dated as of February 24, 2016 (the Merger Agreement), by and among The Southern Company, a Delaware corporation (Southern Company), PSMS Corp., a Delaware corporation and wholly-owned
subsidiary of Southern (Merger Sub), and Registrant, Southern Company completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the
surviving corporation in the Merger and becoming a wholly-owned subsidiary of Southern Company.
As a result of the consummation of the
Merger and the transactions contemplated by the Merger Agreement, Registrant has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by Registrant in the Registration Statement to
remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, Registrant is filing this Post-Effective Amendment No. 3 to the Registration Statement to remove from registration
all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof, if any.
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 for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wake Forest,
State of North Carolina, on May 9, 2016.
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POWERSECURE INTERNATIONAL, INC.
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By:
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/s/ Eric Dupont
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Eric Dupont
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Executive Vice President and Chief Financial Officer, Treasurer and Secretary
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Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required
to sign this Post-Effective Amendment No. 3 to the Registration Statement.
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