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As filed with the Securities and Exchange Commission on March 4, 1999
Registration Number 333-53387
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON
FORM S-1
UNDER
THE SECURITIES ACT OF 1933
DXP ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Texas 5084 76-0509661
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
7272 Pinemont
Houston, Texas 77040
713/996-4700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
David R. Little
Chairman of the Board, President and Chief Executive Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040
713/996-4700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Fulbright & Jaworski L.L.P. Greenberg Traurig, P.A.
1301 McKinney, Suite 5100 111 N. Orange Avenue, 20th Floor
Houston, Texas 77010-3095 Orlando, Florida 32801
Attention: Laura J. McMahon Attention: Randolph H. Fields
713/651-5658 407/420-1000
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. [ ]
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,
please check the following box. [ ]
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EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-1, as amended (Reg.
No. 333-53387) (the "Registration Statement"), DXP Enterprises, Inc., a Texas
corporation (the "Company"), registered (i) 1,955,000 units comprising
1,955,000 shares of its common stock, $.01 par value (the "Common Stock"), and
1,955,000 warrants to purchase shares of Common Stock (the "Warrants"), (ii)
1,955,000 shares of Common Stock issuable on exercise of the Warrants, (iii)
170,000 underwriters warrants (the "Underwriters Warrants"), (iv) 170,000 shares
of Common Stock issuable on exercise of the Underwriters Warrants, (v) 170,000
Warrants issuable on exercise of the Underwriters Warrants and (vi) 170,000
shares of Common Stock issuable on exercise of the Warrants underlying the
Underwriters Warrants, in connection with the offer of such Securities in
connection with an underwritten public offering. The Registration Statement was
declared effective by the Securities and Exchange Commission on February 10,
1999. The Securities described in clauses (i) through (vi) of the immediately
preceding sentence are referred to collectively as the "Securities." None of the
Securities covered by the Registration Statement have been sold.
Due to the fact that present securities market conditions make a public
offering of the Securities covered by the Registration Statement impractical at
this time, pursuant to the undertaking in Item 17 of Part II of the Registration
Statement, the Company files this Post-Effective Amendment No. 1 to the
Registration Statement for the purpose of removing from registration all of the
Securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on the 4th day of March, 1999.
DXP Enterprises, Inc.
(Registrant)
/s/ DAVID R. LITTLE
By: ---------------------------
David R. Little
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DAVID R. LITTLE Chairman of the Board, President, March 4, 1999
- ---------------------------- Chief Executive Officer and Director
David R. Little (Principal Executive Officer)
*
- ---------------------------- Director March 4, 1999
Jerry J. Jones
/s/ GARY A. ALLCORN Senior Vice President/Finance March 4, 1999
- ---------------------------- and Chief Financial Officer
Gary A. Allcorn (Principal Financial and
Accounting Officer)
*
- ---------------------------- Director March 4, 1999
Cletus Davis
*/s/ KENNETH H. MILLER
- ---------------------------- Director March 4, 1999
Kenneth H. Miller
*/s/ THOMAS V. ORR
- ---------------------------- Director March 4, 1999
Thomas V. Orr
*/s/ BRYAN H. WIMBERLY
- ---------------------------- Director March 4, 1999
Bryan H. Wimberly
/s/ GARY A. ALLCORN
*By ------------------------ March 4, 1999
Gary A. Allcorn
Attorney-in-Fact
</TABLE>
