<PAGE> 1
As filed with the Securities and Exchange Commission on May 13, 1994
Registration No. 33-39721
==============================================================================
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
----------------------
BW/IP, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 35611 33-0270574
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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200 Oceangate Boulevard
Suite 900
Long Beach, California 90802
(310) 435-3700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
John D. Hannesson, Esq.
BW/IP, Inc.
200 Oceangate Boulevard
Suite 900
Long Beach, California 90802
(310) 435-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
John M. Allen, Jr., Esq.
Debevoise & Plimpton
601 South Figueroa Street
Los Angeles, California 90017
(213) 680-8000
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<PAGE> 2
This Post-Effective Amendment No. 2 amends the Registration Statement
on Form S-1 (Registration No. 33-39721) of BW/IP, Inc. (formerly known as BWIP
Holding, Inc., the "Registrant") originally filed with the Securities and
Exchange Commission (the "Commission") on April 8, 1991 (the "Registration
Statement") and subsequently amended by Amendment No. 1 to the Registration
Statement filed with the Commission on May 3, 1991, Amendment No. 2 to the
Registration Statement filed with the Commission on May 13, 1991, Amendment No.
3 to the Registration Statement filed with the Commission on May 17, 1991
("Amendment No. 3") and Post-Effective Amendment No. 1 to the Registration
Statement filed with the Commission on July 31, 1991 ("Post-Effective Amendment
No. 1"). The Registration Statement, as amended through Amendment No. 3, was
declared effective by the Commission on May 22, 1991. Post-Effective Amendment
No. 1 was declared effective by the Commission on August 1, 1991. Capitalized
terms used in this Amendment and not otherwise defined herein shall have the
same meanings as given such terms in the Registration Statement at the time
Post-Effective Amendment No. 1 was declared effective.
On May 10, 1994, the stockholders of the Registrant approved
amendments to the Registrant's Second Restated Certificate of Incorporation to
(a) change the corporate name of the Registrant from "BWIP Holding, Inc." to
"BW/IP, Inc." (the "Name Change") and (b) effect a recapitalization (the
"Recapitalization") of the Registrant whereby the Registrant's two-class common
stock structure was converted into a one-class common stock structure. The
Name Change and Recapitalization became effective on May 11, 1994 upon the
filing of the Registrant's Third Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware.
Pursuant to the Registration Statement, as amended, 8,000,000 shares
of Class A Common Stock and 8,000,000 shares of Class B Common Stock were
registered. The shares of Class B Common Stock so registered were only
issuable upon exchange of the shares of Class A Common Stock so registered. No
shares of Class B Common Stock have ever been issued or outstanding. Upon the
effectiveness of the Recapitalization, among other things, the Class B Common
Stock was eliminated and the Class A Common Stock was redesignated simply
"Common Stock" (the "Common Stock"). The Common Stock is identical to the
Class A Common Stock except that it is no longer exchangeable at the option of
the holder thereof for Class B Common Stock (due to the elimination of the
Class B Common Stock in connection with the Recapitalization). In all other
respects, the Common Stock continues to have the same par value, preferences,
rights, powers and qualifications as the Class A Common Stock, including one
vote for each share of Common Stock held by a stockholder. The Common Stock
continues to be quoted through the NASDAQ National Market System under the
Class A Common Stock's symbol "BWIP". The Class B Common Stock was never
listed on any securities exchange nor quoted through the NASDAQ National Market
System.
Since the shares of Class B Common Stock registered pursuant to the
Registration Statement, as amended, no longer exist by virtue of the
Recapitalization, the Registration Statement is hereby further amended to
deregister the 8,000,000 shares of Class B Common Stock subject thereto, such
that the total number of shares covered by the Registration Statement, as
amended by this Amendment, is reduced to 8,000,000 shares of Common Stock. As
the Common Stock is merely the Class A Common Stock under a new name, no
separate registration of the 8,000,000 shares of Common Stock is sought under
the Securities Act of 1933, as amended.
This Amendment effects no other changes to the Registration Statement,
as amended, or the forms of Prospectuses contained therein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Beach, State of California, on the 13th of
May, 1994.
BW/IP, INC.
By: /s/ JOHN D. HANNESSON
--------------------------------
John D. Hannesson
Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ PETER C. VALLI* Chief Executive Officer and May 13, 1994
- ---------------------------------- Director (Principal
Peter C. Valli executive officer)
/s/ EUGENE P. CROSS Executive Vice President, May 13, 1994
- ---------------------------------- Finance, Chief Financial
Eugene P. Cross Officer and Director
(Principal financial
officer)
/s/ NANCY A. LUDLAM* Controller (Principal May 13, 1994
- ---------------------------------- accounting officer)
Nancy A. Ludlam
/s/ ALVIN L. DUBROW Director May 13, 1994
- ----------------------------------
Alvin L. Dubrow
/s/ GEORGE D. LEAL Director May 13, 1994
- ----------------------------------
George D. Leal
/s/ JAMES J. GAVIN, JR. Director May 13, 1994
- ----------------------------------
James J. Gavin, Jr.
/s/ H. JACK MEANY Director May 13, 1994
- ----------------------------------
H. Jack Meany
/s/ JAMES S. PIGNATELLI Director May 13, 1994
- ----------------------------------
James S. Pignatelli
/s/ WILLIAM C. RUSNACK Director May 13, 1994
- ----------------------------------
William C. Rusnack
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*By: /s/ JOHN D. HANNESSON
-------------------------------------
(John D. Hannesson, Attorney-in-Fact)
