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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-1364
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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
CONSO PRODUCTS COMPANY
(Exact name of registrant as specified in charter)
SOUTH CAROLINA 57-0986680
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
513 NORTH DUNCAN BYPASS, P. O. BOX 326
UNION, S.C. 29379
803/427-9004
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
S. DUANE SOUTHERLAND, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONSO PRODUCTS COMPANY
513 NORTH DUNCAN BYPASS, P. O. BOX 326
UNION, S.C. 29379
803/427-9004
(Name, address, including zip code, and
telephone number, including area
code, of agent for service)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
J. NORFLEET PRUDEN, III M. HILL JEFFRIES, JR.
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. ALSTON & BIRD
NATIONSBANK CORPORATE CENTER, SUITE 4200 ONE ATLANTIC CENTER
100 NORTH TRYON STREET 1201 WEST PEACHTREE STREET
CHARLOTTE, N.C. 28202-4006 ATLANTA, GA 30309-3424
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being 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. [ ]
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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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(1)(2) OFFERING PRICE(1)(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 1,003,350(3) $11.25 $11,576,250 $3,992(4)
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(1) All share amounts give effect to the registrant's three-for-two stock
split effected by means of a share dividend paid October 4, 1996.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Common Stock on the Nasdaq National Market on February 9,
1996, the number of shares (1,029,000) initially registered and the
statutory fee rate in effect at such time.
(3) Reflects removal of 25,650 shares from registration by means of this
post-effective amendment.
(4) Previously paid.
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EXPLANATORY NOTE
In accordance with the registrant's undertaking made pursuant to Item 512(a)(3)
of Regulation S-K in the Registration Statement (Registration No. 333-1364) as
previously filed, the registrant files this Post-Effective Amendment No. 1 for
the purpose of removing from registration 25,650 shares of the registrant's
Common Stock that were originally registered to be sold for the account of a
selling shareholder, C.V. Balakrishnan, and that remain unsold upon termination
of the offering to which the Registration Statement relates. Such removal is
reflected by changing the number of shares set forth under "Amount to be
Registered" in the Calculation of Registration Fee table on the cover page of
the Registration Statement from 1,029,000 shares to 1,003,350 shares (the actual
number of shares sold in the offering prior to its termination). All share
amounts give effect to the registrant's three-for-two stock split effected by
means of a share dividend paid October 4, 1996. All of the shares sold in this
offering were sold prior to the declaration and payment of such share dividend.
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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 of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Union, State of South Carolina, on January 29,
1997.
CONSO PRODUCTS COMPANY
By: /s/ S. Duane Southerland, Jr.
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S. Duane Southerland, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature Title Date
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/s/ Duane Southerland, Jr. President and Chief Executive Officer January 29, 1997
- ---------------------------- (Principal Executive Officer)
S. Duane Southerland
* Chief Financial Officer, Vice President- January 29, 1997
- ---------------------------- Finance and Treasurer (Principal
Gilbert G. Bartell Financial Officer)
* Chief Accounting Officer and Controller January 29, 1997
- ---------------------------- (Principal Accounting Officer)
David B. Dechant
* Director and Chairman of the Board January 29, 1997
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J. Cary Findlay
* Director January 29, 1997
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Konstance J. K. Findlay
* Director January 29, 1997
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Antony W. Laughton
* Director January 29, 1997
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Marcus T. Hickman
* Director January 29, 1997
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John H. Maxheim
* Director January 29, 1997
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James H. Shaw
* By /s/ S. Duane Southerland, Jr.
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S. Duane Southerland, Attorney-in-Fact
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