- Post-Effective Amendment to Registration Statement (POS AM)
December 11 2009 - 3:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 11, 2009
Registration No. 333-61685
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
Flanders Corporation
(Exact name of registrant as specified in its charter)
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North Carolina
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3564
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13-3368271
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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531 Flanders Filters Road
Washington, NC 27889
(252) 946-8081
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Harry Smith, President and Chief Executive Officer
Flanders Corporation
531 Flanders Filters Road
Washington, NC 27889
(252) 946-8081
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
Copies to:
Michael T. Cronin, Esq.
Johnson, Pope, Bokor, Ruppel & Burns, LLP
911 Chestnut Street
Clearwater, Florida 33756
(727) 461-1818
Facsimile: (727) 462-0365
Approximate date of commencement of proposed sale to the public: Not applicable.
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 check the following box.
¨
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 post-effective amendment
filed pursuant to Rule 462(d) 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.
¨
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 12b2 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 a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to the Registration Statement on Form S-3,
(Registration No. 333-61685) filed by Flanders Corporation (the Company) on August 17, 1998 (the Registration Statement). Pursuant to the Registration Statement, the Company registered the resale from time to time
of 6,861,223 shares (the Shares) of the Companys common stock by certain selling securityholders.
This
Post-Effective Amendment is being filed solely to deregister all of the Shares previously registered under the Registration Statement that remain unsold as of the date hereof.
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-8 and has duly caused this Post-Effective Amendment No.1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington,
State of North Carolina, on December 10, 2009.
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FLANDERS CORPORATION
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By:
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/s/ Harry Smith
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Harry Smith
President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No.1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on December 10, 2009.
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Signature
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Title
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Date
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/s/ Harry Smith
Harry Smith
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Chairman of the Board, President and CEO
(Principal Executive Officer)
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December 10, 2009
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/s/ John Oakley
John Oakley
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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December 10, 2009
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/s/ Robert Amerson
Robert Amerson
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Director
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December 10, 2009
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/s/ Kirk Dominick
Kirk Dominick
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Director
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December 10, 2009
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/s/ David M. Mock
David M. Mock
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Director
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December 10, 2009
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