As filed with the Securities and Exchange Commission on August 7, 2008.
File No. 333-124577
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
SUPERIOR ESSEX INC.
(Exact name of Registrant as specified in its charter)
Delaware
|
|
20-0282396
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification Number)
|
150 Interstate North Parkway, Atlanta, Georgia 30339
(770)
657-6000
(Address, including zip code, of principal executive offices)
BARBARA L. BLACKFORD
Executive Vice President, General Counsel and
Secretary
Superior Essex Inc.
150 Interstate North Parkway
Atlanta, Georgia 30339
(770) 657-6000
|
(Name, address and telephone number of agent for service)
|
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
o
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:
o
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.
o
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.
o
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.
o
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.
o
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
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment), filed by Superior Essex Inc., a Delaware corporation (the Company), removes from registration all securities registered under the Registration Statement on Form S-3 (Registration Number 333-124577) filed by the Company on May 3, 2005 (the Registration Statement), with the Securities and Exchange Commission, pertaining to the registration of $175,000,000 in debt securities, common stock, preferred stock and equity warrants.
On June 11, 2008, the Company entered into an Agreement and Plan of Merger (the Agreement) with LS Corp. (formerly known as LS Cable Ltd.), a corporation organized under the laws of the Republic of Korea (Parent). The Agreement was joined by Cyprus Acquisition Merger Sub, Inc. (Purchaser), a Delaware corporation and an indirect subsidiary of New LS Cable, pursuant to a Joinder Agreement dated as of June 30, 2008. The Agreement was further joined by LS Cable Ltd. (New LS Cable), a newly established corporation organized under the laws of the Republic of Korea and a wholly owned subsidiary of Parent, pursuant to an Assignment and Joinder Agreement dated as of July 2, 2008. The Agreement contemplated that Purchaser would merge with and into the Company, with the Company surviving as an indirect subsidiary of Parent (the Merger). The
Merger became effective on August 7, 2008 at 5:00 p.m., New York City time (the Effective Time) as a result of filing a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware.
At the Effective Time, each share of common stock of the Company issued and outstanding immediately prior to the Merger was cancelled and (other than shares held in the treasury of the Company or owned by Parent or any direct or indirect wholly owned subsidiary of Parent or the Company or held by stockholders who properly demand and perfect appraisal rights under Delaware law) converted into the right to receive $45.00 per share in cash, without interest thereon and less any amounts required to be withheld under applicable U.S. federal, state or local tax laws.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. All securities registered under the Registration Statement which remain unsold as of the date hereof are hereby removed from registration.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Superior Essex Inc. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
SUPERIOR ESSEX INC.
|
By:
|
/s/ Stephen M. Carter
|
|
Stephen M. Carter
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ Stephen M. Carter
Stephen M. Carter
|
Chief Executive Officer and President (Principal Executive Officer) and Director
|
August 7, 2008
|
/s/ David S. Aldridge
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
August 7, 2008
|
/s/ Tracye C. Gilleland
Tracye C. Gilleland
|
Senior Vice President, Finance and Corporate Controller
(Principal Accounting Officer)
|
August 7, 2008
|
*
Monte R. Haymon
|
Chairman of the Board
|
August 7, 2008
|
*
Stephanie W. Bergeron
|
Director
|
August 7, 2008
|
*
Denys Gounot
|
Director
|
August 7, 2008
|
*
James F. Guthrie
|
Director
|
August 7, 2008
|
*
Andrew P. Hines
|
Director
|
August 7, 2008
|
*
Thomas H. Johnson
|
Director
|
August 7, 2008
|
*
Perry J. Lewis III
|
Director
|
August 7, 2008
|
*
Joseph M. ODonnell
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
SUPERIOR ESSEX COMMUNICATIONS LP
|
By:
|
SE Communications GP Inc.,
|
|
its General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ Justin F. Deedy, Jr.
|
|
Justin F. Deedy, Jr.
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ Justin F. Deedy, Jr.
Justin F. Deedy, Jr.
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX GROUP, INC.
a Michigan corporation
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
SUPERIOR ESSEX HOLDING CORP.
|
By:
|
/s/ Justin F. Deedy, Jr.
|
|
Justin F. Deedy, Jr.
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ Justin F. Deedy, Jr
Justin F. Deedy, Jr.
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
SE COMMUNICATIONS GP INC.
|
By:
|
/s/ Justin F. Deedy, Jr.
|
|
Justin F. Deedy, Jr.
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ Justin F. Deedy, Jr.
Justin F. Deedy, Jr.
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX INTERNATIONAL INC.
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX CANADA INC.
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX GROUP MEXICO INC.
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX GROUP, INC.
a Delaware corporation
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX MEXICO HOLDINGS, L.L.C.
|
By:
|
By: Essex Group, Inc., a Michigan corporation, its Manager
|
|
|
|
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 7, 2008.
ESSEX WIRE CORPORATION
|
By:
|
/s/ J. David Reed
|
|
J. David Reed
|
|
|
President
|
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/ J. David Reed
J. David Reed
|
President (Principal Executive Officer) and Director
|
August 7, 2008
|
*
David S. Aldridge
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) and Director
|
August 7, 2008
|
*
Stephen M. Carter
|
Director
|
August 7, 2008
|
*By:
/s/ Barbara L. Blackford
Barbara L. Blackford
Attorney-in-Fact
|
|
|
Grafico Azioni Superior Essex (MM) (NASDAQ:SPSX)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Superior Essex (MM) (NASDAQ:SPSX)
Storico
Da Set 2023 a Set 2024