As filed with the Securities and Exchange Commission on July 30, 1999
Registration No. 333-15371
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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
TECHDYNE, INC.
(Exact name of registrant as specified in its charter)
Florida 59-1709103
- --------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.
of incorporation or organization)
JOSEPH VERGA, Sr. Vice President,
2230 W. 77th Street Operations and Treasurer
Hialeah, Florida 33016 2230 West 77th Street
(305) 556-9210 Hialeah, Florida 33016
(305) 556-9210
(Address, including zip code and
telephone number, including area (Name, address, including zip code
code, of registrant's principal and telephone number, including
executive offices) area code, of agent for service)
It is requested that copies of notices and communications be sent to:
LAWRENCE E. JAFFE, ESQ.
777 Terrace Avenue
Hasbrouck Heights, N.J. 07604
Approximate date of commencement of proposed sale to the public:
Removing 1,000,000 shares of common stock from the registration statement.
The shares of common stock were reserved for issuance under warrants
which expired May 17, 1999.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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 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, 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Class Amount to be Maximum Maximum Amount of
of Securities to be Removed from Amount to be Offering Price Aggregate Registration
Registered Registration Registered Per Unit Offering Price Fee
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<S> <C> <C> <C> <C> <C>
Common Stock,
$.01 par value.... 1,000,000(1) $5.00 $5,000,000 $ 1,724*
Common Stock,
$.01 par value.... 100,000(2)(3) $8.25 $ 825,000 $ 284*
Common Stock,
$.01 par value.... 100,000(3)(4) $6.60 $ 660,000 $ 228*
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Total.................................................................................... $ 2,336*
</TABLE>
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<PAGE>
(1) Removal of 1,000,000 unsold shares of common stock which were reserved
for isssuance under the Company's redeemable common stock purchase
warrants ("Warrants"), that were exercisable through September 12, 1998
at $5.00 per share, as extended to May 17, 1999 exercisable at $4.00
per share. The common stock and Warrants were registered under the
Company's September, 1995 security offering on Form SB-2, Registration
No. 333-94998-A ("Form SB-2 Registration") as amended by Form S-3
Registration No. 333-15371 ("Form S-3 Registration").
(2) 100,000 shares of common stock issuable upon exercise of Warrants
exercisable at $8.25 per share through September 12, 2000 pursuant to
the Underwriter's Purchase Warrant registered under the Form SB-2
Registration, as amended on the Form S-3 Registration, which Purchase
Warrant is exerciseable at $.25 per Warrant.
(3) Reserved for issuance upon exercise of the Underwriter's Purchase
Warrant and under the Warrants obtainable upon exercise of the
Underwriter's Purchase Warrant together with such indeterminate number
of Warrants and/or common stock as may be issuable pursuant to the
anti-dilution provision of the Underwriter's Purchase Warrant or the
Warrants.
(4) 100,000 shares of common stock issuable upon exercise at $6.60 per
share of the Underwriter's Purchase Warrant registered under the
Company's Form SB-2 Registration as amended on this Form S-3 Registra-
tion.
* Filing fees were paid with respect to all the Warrants and underlying
common stock at the time of filing the Company's Form SB-2 Registration.
<PAGE>
TECHDYNE, INC.
Removal of 1,000,000 Unsold Shares
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This Post-Effective Amendment No. 1 to the Company's Form S-3 Registra-
tion No. 333-15371 ("Form S-3 Registration") removes 1,000,000 unsold shares
of common stock which were reserved for issuance under the Company's redeem-
able common stock purchase warrants ("Warrants"). The Warrants and common
stock were originally registered under the Company's September, 1995 security
offering on Form SB-2, Registration No. 333-04009-A, which was updated by an
amendment by the Form S-3 Registration. The warrants were initially exercis-
able through September 12, 1998 at $5.00 per share and were extended to May
17, 1999 exercisable at $4.00 per share. The Warrants expired with no
exercises and no common stock issued.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 17. Undertakings
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Pursuant to its undertaking for Rule 415 offerings included in the
Registrant's Form S-3 registration statement, the 1,000,000 shares of common
stock issuable upon exercise of the now expired warrants, none of which were
exercised, which remain unsold are no longer reserved for issuance, are
authorized and unissued shares, and are removed from the Form S-3 registra-
tion statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the regis-
trant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No.1 to its
Form S-3 Registration Statement and has caused this Post-Effective Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hialeah, State of Florida on the 28th day of
July, 1999.
TECHDYNE, INC.
/s/ Thomas K. Langbein
By:----------------------------------
Thomas K. Langbein
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Form S-3 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
========= ===== ====
/s/ Thomas K. Langbein Chairman of the Board of Directors July 28, 1999
- ------------------------ and Chief Executive Officer
Thomas K. Langbein
/s/ Barry Pardon President and Director July 28, 1999
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Barry Pardon
/s/ Joseph Verga Senior Vice-President, July 28, 1999
- ------------------------ Treasurer and Director
Joseph Verga
/s/ Daniel R. Ouzts Vice-President and Controller July 28, 1999
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Daniel R. Ouzts
/s/ Anthony C. D'Amore Director July 28, 1999
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Anthony C. D'Amore
/s/ Peter D. Fischbein Director July 28, 1999
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Peter D. Fischbein
/s/ Lytton Crossley Director July 28, 1999
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Lytton Crossley
/s/ Edward Diamond Director July 28, 1999
- ------------------------
Edward Diamond
