As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-41573
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ITRON, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1011792
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
2818 N. Sullivan Road
P.O. Box 15288
Spokane, Washington 99216
(509) 924-9900
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
David G. Remington
Vice President and Chief Financial Officer
Itron, Inc.
2818 N. Sullivan Road
P.O. Box 15288
Spokane, Washington 99216
(509) 924-9900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Linda A. Schoemaker
Perkins Coie
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public: From time to
time as soon as practicable after this Registration Statement becomes
effective.
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 of 1933, 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 of 1933, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.___X___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<PAGE>
DEREGISTRATION OF SECURITIES
On June 3, 1997, Itron, Inc. ("Itron") filed a registration statement
on Form S-3 (No. 333-41573) (the "Form S-3"), which registered $63,400,000 of
its 6 3/4 % Convertible Subordinated Notes Due 2004 (the "Original Notes"), an
indeterminate number of shares of its Common Stock issuable upon conversion of
the Original Notes (the "Conversion Shares"), and 2,638,600 shares of its
outstanding Common Stock (the "Shares"). With this Post-Effective Amendment No.
1 to the Form S-3, Itron Inc. hereby deregisters all of the Original Notes,
Conversion Shares, and Shares that were registered on the Form S-3 but remain
unsold.
<PAGE>
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 a post-effective amendment to Form S-3 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunder duly authorized, in the
City of Spokane, State of Washington, on the 27th day of July, 1999.
ITRON, INC.
/S/ DAVID G. REMINGTON
By: David G. Remington
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated below on the 27th day of July,
1999.
Signature Title
* JOHNNY M. HUMPHREYS Chairman of the Board
- -------------------------------------
Johnny M. Humphreys
/S/ MICHAEL J. CHESSER President and Chief Executive Officer
(Principal Executive Officer)
- -------------------------------------
Michael J. Chesser
/S/ DAVID G. REMINGTON Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
- -------------------------------------
David G. Remington
* MICHAEL B. BRACY Director
- -------------------------------------
Michael B. Bracy
* TED C. DEMERRITT Director
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Ted C. DeMerritt
* JON E. ELIASSEN Director
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Jon E. Eliassen
* MARY ANN PETERS Director
- -------------------------------------
Mary Ann Peters
* PAUL A. REDMOND Director
- -------------------------------------
Paul A. Redmond
* STUART EDWARD WHITE Director
- -------------------------------------
Stuart Edward White
* GRAHAM M. WILSON Director
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Graham M. Wilson
/S/ DAVID G. REMINGTON
- -------------------------------------
* By: David G. Remington
Attorney-in-Fact
