Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 01 2014 - 9:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 1, 2014
Registration No. 333-190311
Registration No. 333-181901
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 Registration Statement No. 333-190311
FORM S-8 Registration Statement No. 333-181901
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BROADWIND ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
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88-0409160
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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3240 South Central Avenue
Cicero, Illinois 60804
(Address of principal executive offices)
Broadwind Energy, Inc.
Broadwind Energy, Inc. Employees 401(k) Plan
(Full title of the plan)
David W. Fell
Vice President, General Counsel and Secretary
Broadwind Energy, Inc.
3240 South Central Avenue
Cicero, Illinois 60804
(708) 780-4800
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Matthew G. McQueen
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
(312) 853-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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REMOVAL OF SECURITIES FROM REGISTRATION
Broadwind Energy, Inc., a Delaware corporation (the
Registrant
) filed Registration Statements on Form S-8 (File No. 333-190311 and 333-181901) (the
Registration Statements
) with the Securities and Exchange Commission on August 1, 2013 and June 5, 2012, respectively. The Registration Statements covered an aggregate of 3,200,000 shares of common stock, par value $0.001 per share (
Common Stock
), of the Registrant to be issued under the Broadwind Energy, Inc. Employees 401(k) Plan (the
Plan
), and an indeterminate amount of plan interests.
The Plan has terminated the option to invest in shares of Common Stock under the Plan. Any investment of Plan accounts in Common Stock is frozen such that participants in the Plan may only liquidate the Common Stock. In accordance with the undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering, this Post-Effective Amendment is being filed to remove from registration the Common Stock and plan interests not heretofore issued pursuant to the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Common Stock and plan interests.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Cicero, State of Illinois, on May 1, 2014.
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BROADWIND ENERGY, INC.
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By:
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/s/ STEPHANIE K. KUSHNER
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Name:
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Stephanie K. Kushner
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Title:
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Executive Vice President and Chief
Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on the dates indicated:
Signature
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Title
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Date
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*
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President and Chief Executive Officer and
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May 1, 2014
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Peter C. Duprey
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Director (Principal Executive Officer)
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*
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Executive Vice President and Chief Financial
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May 1, 2014
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Stephanie K. Kushner
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Officer (Principal Financial Officer)
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*
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Vice President and Corporate Controller
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May 1, 2014
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Robert R. Rogowski
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(Principal Accounting Officer)
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*
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Director and Chairman of the Board
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May 1, 2014
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David P. Reiland
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*
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Director
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May 1, 2014
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Terence P. Fox
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*
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Director
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May 1, 2014
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Charles H. Beynon
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*
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Director
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May 1, 2014
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William T. Fejes, Jr.
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*
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Director
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May 1, 2014
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Thomas A. Wagner
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By:
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/s/ DAVID W. FELL
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David W. Fell
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Attorney-in-fact
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By:
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/s/ STEPHANIE K. KUSHNER
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Stephanie K. Kushner
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Attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this post-effective amendment to the registration statements to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Cicero, State of Illinois, on May 1, 2014.
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BROADWIND ENERGY, INC. EMPLOYEES 401(K) PLAN
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By:
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/s/ JULIE NASS
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Name:
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Julie Nass
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Title:
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Plan Administrator
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3
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