As filed with the Securities and Exchange Commission on June 4, 2015
Registration No. 333-58620
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under the Securities Exchange Act of 1934
VIASYSTEMS
GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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75-2668620 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
(314) 727-2087
(Address,
including zip code and telephone number, including area code, of registrants principal executive offices)
Daniel J.
Weber
Vice President and General Counsel
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
(314) 746-2205
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With a
copy to:
Brian H. Blaney
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602)
445-8000
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. ¨
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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. ¨
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 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 Instructions 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 |
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Non-accelerated filer |
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Smaller reporting company |
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EXPLANATORY NOTE
DEREGISTRATON OF SECURITIES
Viasystems Group, Inc. (the Company) is filing this Post-Effective Amendment No. 1 (this Amendment) to withdraw
and remove from registration the unissued and unsold shares of the Companys common stock, par value $0.01 per share (the Common Stock), and any other securities issuable by the Company, pursuant to the Registration Statement on
Form S-3, File No. 333-58620, filed with the Securities and Exchange Commission (the SEC) on April 10, 2001, as amended by Amendment No. 1 to Form S-3, filed with the SEC on May 18, 2001 (the Registration
Statement), pertaining to the registration of a secondary offering of 4,809,536 shares of Common Stock.
Effective on May 31,
2015, pursuant to the Agreement and Plan of Merger, dated September 21, 2014, by and among the Company, TTM Technologies, Inc., a Delaware corporation (Parent), and Vector Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated all offerings of the Companys Common Stock pursuant to the Registration Statement.
Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the
Company is filing this Amendment to deregister all such securities of the Company registered under the Registration Statement that remain unsold as of the effective time of the Merger, if any.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, 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. 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 Costa Mesa, State of California, on the 4th day of June, 2015. No other person is requirement to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
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VIASYSTEMS GROUP, INC. |
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By: |
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/s/ Todd B. Schull |
Name: |
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Todd B. Schull |
Title: |
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Vice President and Treasurer |
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