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As filed with the Securities and Exchange Commission on February 17, 1999
REGISTRATION NO. 333-41971
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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
--------------------
PONDER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2268672
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
5005 RIVERWAY DRIVE, SUITE 550
HOUSTON, TEXAS 77056
(713) 965-0653
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
EUGENE L. BUTLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PONDER INDUSTRIES, INC.
5005 RIVERWAY DRIVE, SUITE 550
HOUSTON, TEXAS 77056
(713) 965-0653
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
PHILLIP M. RENFRO, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT STREET, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 270-7172
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Not Applicable.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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: [ ]
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This Post-Effective Amendment No. 1 is being filed to amend the
Registration Statement (the "Registration Statement") on Form S-3 (No.
333-41971), pursuant to which Ponder Industries, Inc., a Delaware corporation
(the "Registrant"), registered 1,346,952 shares of its common stock, par value
$.01 per share (the "Common Stock").
The Registrant hereby withdraws from registration those shares of
Common Stock previously registered pursuant to the Registration Statement that
remained unsold due to the delisting from trading of the Registrant's shares of
Common Stock by The Nasdaq Stock Market, Inc., effective February 12, 1999. The
Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of such shares.
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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 the
requirements for filing on 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, thereunto duly authorized, in the City of Houston and State of
Texas the 17th day of February, 1999.
PONDER INDUSTRIES, INC.
By: /s/ Eugene L. Butler
-----------------------------------------
Eugene L. Butler
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Eugene L. Butler and Gerald A. Slaughter,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Eugene L. Butler Chairman of the Board, February 17, 1999
- ------------------------------------ President, Chief Executive
Eugene L. Butler Officer and a Director
(Principal Executive Officer)
/s/ Frank J. Wall* Senior Vice President of February 17, 1999
- ------------------------------------ Operations and a Director
Frank J. Wall
/s/ Gerald A. Slaughter Senior Vice President February 17, 1999
- ------------------------------------ and Chief Financial Officer
Gerald A. Slaughter (Principal Financial and
Accounting Officer)
/s/ Rittie W. Milliman, Sr.* Director February 17, 1999
- ------------------------------------
Rittie W. Milliman, Sr.
/s/ John Roane* Director February 17, 1999
- ------------------------------------
John Roane
/s/ John M. Le Seelleur* Director February 17, 1999
- ------------------------------------
John M. Le Seelleur
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Joe R. Nemec* Director February 17, 1999
- ------------------------------------
Joe R. Nemec
/s/ Steven A. Webster* Director February 17, 1999
- ------------------------------------
Steven A. Webster
/s/ William R. Ziegler* Director February 17, 1999
- ------------------------------------
William R. Ziegler
*By: /s/ Eugene L. Butler
-------------------------------
Eugene L. Butler
as Attorney-In-Fact
</TABLE>
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