<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998
Registration No.333-44733
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------
Post-Effective Amendment No. 1
to
Form S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
SUNSOURCE INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2874736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 One Logan Square
Philadelphia, Pennsylvania 19103
(215) 282-1290
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------------
JOSEPH M. CORVINO
Vice President - Finance, Chief Financial Officer,
Treasurer and Secretary
SunSource Inc.
3000 One Logan Square
Philadelphia, Pennsylvania 19103
(215) 282-1290
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
Copies to:
DONALD A. SCOTT, ESQUIRE JOHN E. RILEY, ESQUIRE
Morgan, Lewis & Bockius LLP Simpson Thacher & Bartlett
2000 One Logan Square 425 Lexington Avenue
Philadelphia, Pennsylvania 19103-6993 New York, New York 10017
(215) 963-5000 (212) 455-2000
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On January 22, 1998, SunSource Inc. (the "Company") filed a
Registration Statement on Form S-2 (the "Registration Statement") to register
2,887,169 shares of Common Stock, par value $.01 per share, for sale in an
underwritten public offering (the "Offering"), of which 2,012,169 shares were to
be sold by selling stockholders and 875,000 were to be sold by the Company. In
the Offering 1,488,063 shares were sold by the selling stockholders and 796,408
shares were sold by the Company.
Accordingly, this Post-Effective Amendment No. 1 is being filed to
deregister the 602,698 shares which were registered but not sold in the
Offering.
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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-2 and has duly caused this
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Philadelphia,
Pennsylvania on May 18, 1998.
SUNSOURCE INC.
By: /s/ Joseph M. Corvino
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Name: Joseph M. Corvino
Title: Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment to the Registration Statement has been signed by
the following persons, in the capacities indicated, on May 18, 1998.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald T. Marshall Chairman and Chief Executive Officer May 18, 1998
- ----------------------------- (Principal Executive Officer) and Director
Donald T. Marshall
/s/ Joseph M. Corvino Vice President-Finance, Chief Financial May 18, 1998
- ----------------------------- Officer, Treasurer and Secretary (Principal
Joseph M. Corvino Financial Officer)
/s/ John J. Dabrowski Controller (Principal Accounting Officer) May 18, 1998
- -----------------------------
John J. Dabrowski
O. Gordon Brewer, Jr. Director
Norman V. Edmonson Director
Arnold S. Hoffman Director
Robert E. Keith, Jr. Director
John P. McDonnell Director
Donald A. Scott Director
By /s/ Joseph M. Corvino May 18, 1998
--------------------------
Joseph M. Corvino
Attorney-in-Fact
</TABLE>
