<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
REGISTRATION NO. 333-38607
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ESS TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-2928582
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
48401 FREMONT BLVD.
FREMONT, CALIFORNIA 94538
(510) 492-1088
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN H. BARNET
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
ESS TECHNOLOGY, INC.
48401 FREMONT BLVD.
FREMONT, CALIFORNIA 94538
(510) 492-1088
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
TAE HEA NAHM
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
If the only securities being registered on this Form are to be 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. [X]
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. [ ]
================================================================================
<PAGE> 2
The Company hereby withdraws from registration 864,951 shares of its
Common Stock out of a total of 869,951 shares of its Common Stock previously
registered pursuant to this Registration Statement. The offering associated with
the Registration Statement terminated at the close of business on November 17,
1997. The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to deregister the shares not sold on or prior to that date. The
Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of those shares not sold on or before November 17, 1997.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ESS Technology,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fremont,
State of California, on January 29, 1998.
ESS TECHNOLOGY, INC.
By: /s/ JOHN H. BARNET
------------------------------------
John H. Barnet
Vice President, Finance and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- ----------------
<C> <C> <S>
/s/ FRED S.L. CHAN* President, Chief Executive Officer January 29, 1998
- ------------------------------------- and Chairman of the Board of
Fred S.L. Chan Directors (Principal Executive
Officer)
/s/ JOHN H. BARNET Vice President, Finance and January 29, 1998
- ------------------------------------- Chief Financial Officer
John H. Barnet (Principal Financial Officer)
/s/ HOWARD N. HIDESHIMA* Controller January 29, 1998
- ------------------------------------- (Principal Accounting Officer)
Howard N. Hideshima
/s/ ANNIE M.H. CHAN* Director January 29, 1998
- -------------------------------------
Annie M.H. Chan
/s/ MICHAEL A. AYMAR* Director January 29, 1998
- -------------------------------------
Michael A. Aymar
/s/ ILBOK LEE* Director January 29, 1998
- -------------------------------------
Ilbok Lee
Director January 29, 1998
- -------------------------------------
Peter T. Mok
*By: /s/ JOHN H. BARNET
---------------------------------
John H. Barnet
Attorney-in-fact
</TABLE>
II-3
