As filed with the Securities and Exchange Commission on July 22, 1999
Registration No. 333-38371
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
Post-Effective Amendment No. 3
To
Registration Statement
Under
The Securities Act of 1933
Metrika Systems Corporation
(Exact name of registrant as specified in its charter)
Delaware 33-0733537
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5788 Pacific Center Boulevard
San Diego, California 92121
(619) 450-9649
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Sandra L. Lambert, Secretary
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esq.
General Counsel
Metrika Systems Corporation
C/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
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<PAGE>
Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement has become 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 of 1933, 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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
----------------------
This post-effective amendment removes from registration 967,828 shares of
Metrika Systems Corporation's common stock, $.01 par value per share. The
registrant was obligated to maintain the effectiveness of this registration
statement until all the shares offered hereby had been sold pursuant hereto or
until such shares were eligible for resale pursuant to Rule 144(k) under the
Securities Act of 1933, as amended, or any similar rule. Because the shares
covered hereby are eligible for resale pursuant to Rule 144(k), the registrant
hereby removes these shares of Common Stock from registration. The registration
is hereby terminated.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 3 to Registration Statement on Form S-3
(Reg. No. 333-38371) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on this 22nd day
of July, 1999.
METRIKA SYSTEMS CORPORATION
By: /s/ Ernesto A. Corte
Ernesto A. Corte
President and Chief Executive Officer
Signature Title Date
- --------- ----- ----
President, Chief July 22, 1999
/s/ Ernesto A. Corte Executive Officer and
- ----------------------- Director (Principal
Ernesto A. Corte Executive Officer)
/s/ Theo Melas-Kyriazi Vice President and Chief July 22, 1999
- ----------------------- Financial Officer
Theo Melas-Kyriazi (Principal Financial
Officer)
/s/ Paul F. Kelleher* Chief Accounting Officer July 22, 1999
- ----------------------- (Principal Accounting
Paul F. Kelleher Officer)
/s/ Denis A. Helm* Chairman of the Board of July 22, 1999
- ----------------------- Directors
Denis A. Helm
/s/ Joseph A. Baute* Director July 22, 1999
- -----------------------
Joseph A. Baute
/s/ Willard R. Becraft* Director July 22, 1999
- -----------------------
Willard R. Becraft
/s/ John T. Keiser* Director July 22, 1999
- -----------------------
John T. Keiser
/s/ Earl R. Lewis* Director July 22, 1999
- -----------------------
Earl R. Lewis
/s/ Arvin H. Smith* Director July 22, 1999
- -----------------------
Arvin H. Smith
<PAGE>
* The undersigned Seth H. Hoogasian, by signing his name hereto, does hereby
execute this Amendment No. 3 to Registration Statement on behalf of the
above-named signatories to the Registration Statement pursuant to powers of
attorney executed by such persons and filed with the Securities and Exchange
Commission.
/s/ Seth H. Hoogasian
-------------------------
Seth H. Hoogasian
Attorney-in-Fact
