As filed with the Securities and Exchange Commission on January 7, 2010
Registration No. 333-163216
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
US Dataworks, Inc.
(Exact Name of Registrant As Specified in Its Charter)
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Nevada
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7372
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84-1290152
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Code Number)
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(I.R.S. Employer
Identification Number)
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1 Sugar Creek Center Blvd., 5
th
Floor, Sugar Land, Texas 77478
(281) 504-8000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive Offices)
Charles E. Ramey
Chief Executive Officer
1 Sugar Creek Center Blvd., 5
th
Floor, Sugar Land, Texas 77478
(281) 504-8000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Ralph V. De Martino, Esq.
F. Alec Orudjev, Esq.
Cozen OConnor
1627 I Street, NW, Suite 1100
Washington, DC 20006
Telephone: (202) 912-4800
Facsimile: (202) 912-4830
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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, please 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 in 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 small 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
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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
x
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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 for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in Sugar Land, Texas, on January 7, 2010.
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US DATAWORKS INC.
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By:
/s/ Charles E. Ramey
Name: Charles E. Ramey
Title: Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/ Charles E. Ramey
Charles E. Ramey
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Chief Executive Officer
(Principal Executive Officer) and Director
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January 7, 2010
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/s/ Randall J. Frapart
Randall J. Frapart
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Chief Financial Officer
(Principal Financial Officer)
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January 7, 2010
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/s/ John T. McLaughlin
John T. McLaughlin
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Chief Accounting Officer
(Principal Accounting Officer)
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January 7, 2010
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/s/ Joe Abrell
Joe Abrell
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Director
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January 7, 2010
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/s/ Anna C. Catalano
Anna C. Catalano
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Director
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January 7, 2010
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/s/ Richard Hicks
Richard Hicks
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Director
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January 7, 2010
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/s/ J. Patrick Millinor
J. Patrick Millinor
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Director
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January 7, 2010
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/s/ John L. Nicholson, M.D.
John L. Nicholson, M.D.
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Director
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January 7, 2010
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/s/ Mario Villarreal
Mario Villarreal
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Director
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January 7, 2010
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/s/ Hayden D. Watson
Hayden D. Watson
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Director
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January 7, 2010
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/s/ Thomas L. West, Jr.
Thomas L. West, Jr.
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Director
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January 7, 2010
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