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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1997
REGISTRATION NO. 333-36853
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAXWELL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 95-2390133
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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9275 SKY PARK COURT
SAN DIEGO, CALIFORNIA 92123
(619) 279-5100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DONALD M. ROBERTS, ESQ.
GENERAL COUNSEL
MAXWELL TECHNOLOGIES, INC.
9275 SKY PARK COURT
SAN DIEGO, CALIFORNIA 92123
(619) 279-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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ROGER H. LUSTBERG, ESQ. BRUCE R. HALLETT, ESQ.
THOMAS A. WALDMAN, ESQ. GREG T. WILLIAMS, ESQ.
RIORDAN & MCKINZIE BROBECK, PHLEGER & HARRISON LLP
300 SOUTH GRAND AVENUE, 29TH FLOOR 4675 MACARTHUR COURT, SUITE 1000
LOS ANGELES, CALIFORNIA 90071 NEWPORT BEACH, CA 92660
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This Post-Effective Amendment No. 1 is being filed pursuant to
Registration Statement No. 333-36853, as amended (the "Registration Statement"),
on which Maxwell Technologies, Inc. ("Registrant") registered 1,811,250 shares
of its Common Stock, $0.10 par value (the "Shares"), to be offered and sold by
Registrant and certain of its stockholders (the "Selling Stockholders") in a
firm commitment underwritten public offering through a group of underwriters
represented by Cowen & Company and Hambrecht & Quist (collectively, the
"Representatives").
The Commission declared the Registration Statement effective on November
10, 1997. On November 14, 1997, Registrant issued an aggregate of 1,500,000 of
the Shares to the Representatives, and the Selling Stockholders sold an
aggregate of 75,000 of the Shares to the Representatives. The Representatives
have chosen not to exercise their option to purchase up to an additional 236,250
Shares to cover any over-allotments, and consequently, as of the date hereof,
236,250 of the Shares covered by the Registration Statement remain unissued.
Registrant is filing this Post-Effective Amendment No. 1 to deregister these
236,250 unissued Shares. Registrant has terminated the offering covered by the
Registration Statement, has no further plans to issue any of the remaining
Shares pursuant to the Registration Statement, and desires that the Registration
Statement no longer be considered effective.
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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-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of San Diego,
State of California, on this 23rd day of December, 1997.
MAXWELL TECHNOLOGIES, INC.
By: /s/ GARY J. DAVIDSON
------------------------------------
Gary J. Davidson
Vice President -- Finance and
Administration, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------- -------------------
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* President, Chief Executive December 23, 1997
- --------------------------------------------- Officer and Director
Kenneth F. Potashner (Principal Executive
Officer)
/s/ GARY J. DAVIDSON Vice President -- Finance December 23, 1997
- --------------------------------------------- and Administration, Chief
Gary J. Davidson Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
* Director December 23, 1997
- ---------------------------------------------
Lewis J. Colby, Jr.
* Director December 23, 1997
- ---------------------------------------------
Thomas B. Hayward
* Director December 23, 1997
- ---------------------------------------------
Thomas L. Horgan
* Director December 23, 1997
- ---------------------------------------------
Alan C. Kolb
* Director December 23, 1997
- ---------------------------------------------
Karl M. Samuelian
* Director December 23, 1997
- ---------------------------------------------
Donn A. Starry
*By: /s/ GARY J. DAVIDSON
- ---------------------------------------------
Gary J. Davidson
Attorney-in-Fact
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