<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 333-46271
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MAUNA LOA MACADAMIA PARTNERS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
Delaware 2421 99-0248088
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
828 Fort Street
Honolulu, Hawaii 96813
(808) 532-4130
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
--------------------
Kent T. Lucien
828 Fort Street
Honolulu, Hawaii 96813
(808) 532-4130
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Copies To:
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<CAPTION>
<S> <C>
Carlsmith Ball Wichman Goodsill Anderson
Case & Ichiki Quinn & Stifel
Suite 2200, Pacific Tower 1099 Alakea Street,
1001 Bishop Street Suite 1800
Honolulu, Hawaii 96813 Honolulu, Hawaii 96813
(808) 523-2500 (808) 547-5600
Attn: William E. Atwater, Esq. Attn: David J. Reber, Esq.
</TABLE>
--------------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, 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, 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.
<PAGE>
The Registrant hereby deregisters the securities registered
pursuant to this Registration Statement on Form S-4, which was declared
effective on May 14, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and County of Honolulu, State of Hawaii, on July 9,
1998.
MAUNA LOA MACADAMIA
PARTNERS, L.P.
By: Mauna Loa Resources Inc.
Managing Partner
By: /s/ Kent T. Lucien
----------------------------------
Kent T. Lucien
President
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 and on the dates indicated.
Signature Title Date
--------- ----- ----
*
- ----------------------- Chairman of the Board of July 9, 1998
J. W. A. Buyers Directors and Director (Chief
Executive Officer)
*
- ----------------------- President and Director July 9, 1998
Kent T. Lucien
*
- ----------------------- Senior Vice President and Chief July 9, 1998
Gregory A. Sprecher Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
*
- -----------------------
James S. Andrasick Director July 9, 1998
*
- -----------------------
James H. Case Director July 9, 1998
*
- -----------------------
Dr. Ralph C. Hook, Jr. Director July 9, 1998
* /s/ Kent T. Lucien
- -----------------------
By Kent T. Lucien, Attorney-in-Fact
2
