<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
Registration No. 333-02893
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE
AMENDMENT NO. 5
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RICHEY ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0594451
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7441 LINCOLN WAY
GARDEN GROVE, CALIFORNIA 92642
(714) 898-8288
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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WILLIAM C. CACCIATORE, PRESIDENT
RICHEY ELECTRONICS, INC.
7441 LINCOLN WAY
GARDEN GROVE, CALIFORNIA 92642
(714) 898-8288
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
ROBERT M. SMITH
DEWEY BALLANTINE LLP
333 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 626-3399
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DEREGISTRATION
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This Post-Effective Amendment to the Registration Statement relates to
the resale by the holders thereof of $55,755,000 aggregate principal amount
of 7% Convertible Subordinated Notes due 2006 (the "Notes") of Richey
Electronics, Inc., a Delaware corporation (the "Company") and 3,947,256
shares of common stock, par value $0.001 per share (the "Common Stock"), of
the Company which are initially issuable upon conversion of the Notes plus
such additional indeterminate number of shares of Common Stock as may become
issuable upon conversion of the Notes as a result of adjustments to the
conversion price (the "Conversion Shares"). None of the Notes have been
converted into Common Stock of the Company. The Registration Statement is
hereby amended to deregister any Notes remaining unsold under the
Registration Statement and all of the Conversion Shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Garden Grove, State
of California, on the 27th day of April, 1998.
RICHEY ELECTRONICS, INC.
By: /s/ Richard N. Berger
-------------------------------------
Richard N. Berger
Vice President, Chief Financial
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ WILLIAM C. CACCIATORE* Chairman of the Board, April 27, 1998
------------------------------ President, Chief
William C. Cacciatore Executive Officer
(Principal Executive
Officer)
/s/ RICHARD N. BERGER Vice President, Chief April 27, 1998
------------------------------ Financial Officer and
Richard N. Berger Secretary (Principal
Financial and
Accounting Officer)
/s/ GREG A. ROSENBAUM* Director April 27, 1998
------------------------------
Greg A. Rosenbaum
/s/ NORBERT W. ST. JOHN* Director April 27, 1998
------------------------------
Norbert W. St. John
/s/ DONALD I. ZIMMERMAN* Director April 27, 1998
------------------------------
Donald I. Zimmerman
*By: /s/ RICHARD N. BERGER
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Richard N. Berger
Attorney-in-fact
