UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PMFG, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware |
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51-0661574 |
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(I.R.S. Employer Identification Number) |
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(214) 357-6181
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Melissa G. Beare
Vice President, General Counsel and Corporate Secretary
PMFG, Inc.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(214) 357-6181
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code of Agent For Service)
With copies to:
James E. O’Bannon
Charles T. Haag
Jones Day
2727 N. Harwood
Dallas, Texas 75201
(214) 220-3939
Approximate date of commencement of proposed sale to the public:
This post-effective amendment deregisters those securities that remain unsold hereunder as of the
date hereof.
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.
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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. ¨
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. See the definitions of
“large
accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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| Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨
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Smaller reporting company ¨ |
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(Do not check if smaller
reporting company) |
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The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
Explanatory Statement
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of the PMFG,
Inc. (the
“Company”) original filed on
September 22,
2009 (Registration Statement No.
333-162065),
as amended by Pre-Effective Amendment No. 1 thereto filed on
November 13, 2009 (Registration
Statement No.
333-162065) (as amended, the
“Registration Statement”), is being filed to deregister:
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Any and all shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), issued upon conversion of the Series A Convertible Preferred Stock
of the Company or issued or issuable upon the exercise of the warrants issued on
September 4, 2009 and held by the selling stockholders named in the Registration
Statement, and |
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Any and all common stock purchase rights paired with each share of Common Stock
registered hereunder pursuant to the rights agreement, dated August 15, 2008,
between the Company and Mellon Investor Services, LLC |
that remain unsold under the Registration Statement as of the date hereof.
The Registration statement was initially filed in accordance with the securities purchase
agreement, dated
September 4, 2009, between
the Company and the selling stockholders (the
“Securities Purchase Agreement”). This Post-Effective Amendment No. 1 is being filed in accordance
with the Securities Purchase Agreement and
the Company’s undertaking set forth in Part II, Item
17(a)(3) of the Registration Statement.
