As Filed With the Securities and Exchange Commission on August 20, 1997
Registration Statement No. 333-14655
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
FLANDERS CORPORATION
(Previously known as Elite Acquisitions, Inc.)
(Exact name of registrant as specified in its charter)
North Carolina 3564 13-3368271
(State or other jurisdiction of (Primary standard (I.R.S. Employer
incorporation or organization) industrial code) Identification No.)
531 Flanders Filters Road
Washington, North Carolina 27889
(919) 946-8081
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Steven K. Clark
Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina 27889
(919) 946-8081
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
William C. Gibbs
Snell & Wilmer L.L.P.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900
<PAGE>
DEREGISTRATION OF REGISTRATION STATEMENT
This Registration Statement on Form S-1 (Registration No. 333-14655),
as amended, which was originally filed with the Securities and Exchange
Commission on October 23, 1996 and declared effective on January 6, 1997,
registered 1,600,000 shares of common stock for the Company and 1,333,889
shares of common stock for resale on behalf of certain selling shareholders of
the Company (the "Selling Shareholders"). The Company has issued all of the
1,600,000 shares of the Company's common stock pursuant to the Registration
Statement. The Selling Shareholders have not sold their shares and the
financial information contained in the Registration Statement is outdated. To
avoid the need to file periodic post-effective amendments to the Registration
Statement, the Company has determined to deregister the Selling Shareholder's
shares from the Registration Statement and include the shares of the Selling
Shareholders in a Form S-3 registration statement which will allow the Company
to incorporate by reference updated financial information filed as part of the
Company's regular 34 Act compliance reporting. Accordingly, the Company hereby
deregisters 1,333,889 shares of common stock that were registered for resale on
behalf of the Selling Shareholders pursuant to the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Post-Effective Amendment No.
2 to this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Washington, State of North Carolina
on the 20th day of August, 1997.
FLANDERS CORPORATION
By: *
______________________________________
Robert R. Amerson
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to this Registration Statement has been signed
below by the following persons in the capacity and on the dates indicated.
Signature Title Date
*
________________________ President, Chief Executive Officer August 20, 1997
Robert R. Amerson
/s/ Steven K. Clark
________________________ Chief Financial Officer and Chief August 20, 1997
Steven K. Clark Accounting Officer
*
________________________ Chairman of the Board August 20, 1997
Thomas T. Allan
*
________________________ Director, Vice President of August 20, 1997
Gustavo Hernandez Operations
*
________________________ Director August 20, 1997
William M. Claytor
*
________________________ Director August 20, 1997
William H. Clark
/s/ Steven K. Clark
________________________ August 20, 1997
* Steven K. Clark
Attorney-in-fact
