<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 2000
Registration No. 333-45130
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Post-Effective
Amendment No. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TURNSTONE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 3669 77-0473640
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
2220 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95050
(408) 907-1400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD N. TINSLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TURNSTONE SYSTEMS, INC.
2220 CENTRAL EXPRESSWAY
SANTA CLARA, CALIFORNIA 95050
(408) 907-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
THOMAS C. DEFILIPPS, ESQ. JOHN L. SAVVA, ESQ.
ROBERT F. KORNEGAY, ESQ. BRIAN W. TANG, ESQ.
SANDRA PAK KNOX, ESQ. JAMES R. OEHLER, ESQ.
CLIFFORD H. W. CHEN, ESQ. SULLIVAN & CROMWELL
WILSON SONSINI GOODRICH & ROSATI 1870 EMBARCADERO ROAD
PROFESSIONAL CORPORATION PALO ALTO, CALIFORNIA 94303-3308
650 PAGE MILL ROAD (650) 461-5600
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
September 20, 2000
------------------------
<PAGE> 2
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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
--------------------------------------------------------------------------------
SUPPLEMENTAL NOTE
On September 1, 2000, Turnstone Systems, Inc. ("Turnstone") filed its
registration statement on Form S-1 (File No. 333-45130) (the "Registration
Statement") covering 4,600,000 shares of Turnstone's common stock, including
600,000 shares subject to an over-allotment option to be granted to the
underwriters upon the effectiveness of the Registration Statement.
On September 20, 2000, the SEC declared the Registration Statement, as
amended by Amendment No. 1 to the Registration Statement filed on September 5,
2000 and Amendment No. 2 to the Registration Statement filed on September 12,
2000, effective.
The underwriter's over-allotment option with respect to the 600,000 shares
of Turnstone's common stock subject to such option expired unexercised on
October 20, 2000.
Accordingly, Turnstone hereby de-registers an aggregate of 600,000 shares
of its common stock registered pursuant to the Registration Statement,
consisting of the 600,000 shares of Turnstone's common stock that was not
purchased by the underwriters pursuant to the underwriters' over-allotment
option.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Turnstone has caused this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on the 30th
day of October, 2000.
TURNSTONE SYSTEMS, INC.
By: /s/ RICHARD N. TINSLEY
-------------------------------------
Richard N. Tinsley
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ RICHARD N. TINSLEY President, Chief Executive October 30, 2000
---------------------------- Officer and Director
Richard N. Tinsley (Principal Executive
Officer)
* Chief Technology Officer October 30, 2000
---------------------------- and Director
P. Kingston Duffie
/s/ TERRENCE J. SCHMID Chief Financial Officer October 30, 2000
---------------------------- (Principal Financial and
Terrence J. Schmid Accounting Officer)
* Director October 30, 2000
----------------------------
Robert J. Finocchio, Jr.
* Director October 30, 2000
----------------------------
John K. Peters
* Director October 30, 2000
----------------------------
Andrew W. Verhalen
* Director October 30, 2000
----------------------------
Geoffrey Y. Yang
*By: /s/ RICHARD N. TINSLEY
-----------------------
Richard N. Tinsley
Attorney-in-Fact
</TABLE>
