As filed with the Securities and Exchange Commission on April 24, 1998
Registration Statement No. 333-29927
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PEN INTERCONNECT, INC.
(Exact name of registrant as specified in its charter)
Utah 3357
(State or other jurisdiction of (Primary Standard Industrial
incorporation) Classification Code Number)
87-0430260
(IRS Employer Identification No.)
Pen Interconnect, Inc.
2351 South 2300 West
Salt Lake City, Utah 84119
(801) 973-6090
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
James S. Pendleton, Chairman
Pen Interconnect, Inc.
2351 South 2300 West
Salt Lake City, Utah 84119
(801) 973-6090
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Oscar D. Folger, Esq.
James W. Lucas, Esq.
521 Fifth Avenue
New York, New York 10175
(212) 697-6464
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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. /X/
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 delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. /_/
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This amendment on the Form S-3 is being filed to amend and update the
Selling Security Holders Table.
SELLING SECURITY HOLDERS
As of the date of this Amendment, an aggregate of 1,978,404 shares of
Common Stock are being offered for sale by Selling Security Holders. The
following table sets forth certain information with respect to the Selling
Security Holders. The Company will not receive any of the proceeds from the sale
of the shares of Common Stock, although it will receive proceeds from the
exercise of the Warrants, if exercised.
Beneficial Beneficial
Ownership of Ownership of
Shares of Shares of
Common Stock Securities to be Common Stock
Selling Security Holders Prior to Sale Sold After Sale
KLS Enterprises 100,000 100,000 0
Rahim Kab 10,000 10,000 0
The Trading Post, Inc. 481,979 481,979 0
Milton Haber 47,222 47,222 0
Heracles Holdings 30,000 30,000 0
Lawson Rollins 20,000 20,000 0
Sanjay Achary 5,000 5,000 0
Sara Leifer 50,000 50,000 0
Joel Marks 125,000 125,000 0
Louis F. Centofanti 50,000 50,000 0
Ira Weingarten 44,444 44,444 0
Yeshiva Beth Hillel 46,190 46,190 0
Lisa Grossman 150,000 150,000 0
Greendel Equities, Inc. 100,000 100,000 0
Redstone Securities, Inc. 450,000 450,000 0
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Meyer Jeger 92,379 92,379 0
The Cerplex Group 25,000 25,000 0
Martin Chopp 46,190 46,190 0
CLR Associates 64,167 64,167 0
KOSTECH SMALL CAP RESEARCH 3,333 3,333 0
National Bank of Canada 10,000 10,000 0
Alan Weaver 7,500 7,500 0
Neyla Kizner 20,000 20,000 0
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SIGNATURES
In accordance with 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 of filing on Form S-3 and authorized this
registration statement to be signed on its behalf by the undersigned in Salt
Lake City, Utah as of the 24th day of April, 1998.
PEN INTERCONNECT, INC.
By /s/ James S. Pendleton
James S. Pendleton,
Chairman/ Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints James S. Pendleton as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-3 and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933. Pursuant to the requirements of the Securities Act of
1933, this registration statement was signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ James S. Pendleton CEO and April 24, 1998
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James S. Pendleton Chairman
/s/ Wayne R. Wright Vice Chairman April 24, 1998
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Wayne R. Wright
/s/ Stephen J. Fryer Director and Senior Vice April 24, 1998
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Stephen J. Fryer President of Marketing
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