As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-25173
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VARI-L COMPANY, INC.
(Exact name of registrant as specified in its charter)
Colorado 06-0679347
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11101 East 51st Avenue
Denver, Colorado 80239
(303) 371-1560
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOSEPH H. KISER
Chairman of the Board
Vari-L Company, Inc.
11101 East 51st Avenue
Denver, Colorado 80239
(303) 371-1560
(Address, including zip code, and telephone number,
including area code, of registrant's agent for service)
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With copies to:
S. LEE TERRY, JR., Esq.
Gorsuch Kirgis L.L.C.
1401 17th Street, Suite 1100
Denver, Colorado 80202
(303) 299-8900
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Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective when
warranted by market conditions and other factors.
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 795,000 $9.625 $7,651,875 $2,318.75
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The price of $9.625 per share is the last sale
price reported by The Nasdaq Stock Market on September 9, 1997.
<PAGE>
The undersigned Company hereby files this post-effective amendment to
this registration statement to remove from registration 629,122 shares of
the Company's $0.01 par value Common Stock which remained unsold at the
end of the offering made pursuant to this registration statement. The
Company has filed a separate registration statement on Form S-3,
Commission File No. 333-35435, to register the shares unsold in this
offering along with other previously unregistered shares.
SIGNATURES
Pursuant to 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 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Denver, State of Colorado, on October 6, 1997.
VARI-L COMPANY, INC.
By: /s/ David G. Sherman
--------------------------------
David G. Sherman, President
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:
/s/ Joseph H. Kiser Date: October 6, 1997
- ---------------------------------
Joseph H. Kiser, Chairman of the Board,
Chief Scientific Officer and Director
/s/ David G. Sherman Date: October 6, 1997
- ---------------------------------
David G. Sherman, President,
Chief Executive Officer, Principal
Executive Officer, Principal
Financial Officer and Director
/s/ Jon L. Clark Date: October 6, 1997
- ---------------------------------
Jon L. Clark, Vice President
of Finance and Principal
Accounting Officer
/s/ Sarah L. Booher Date: October 6, 1997
- ---------------------------------
Sarah L. Booher, Director
/s/ David A. Lisowski Date: October 6, 1997
- ---------------------------------
David A. Lisowski, Director
