Bird Acquisition Corp. - Post-Effective Amendment to Registration Statement (POS AM)
April 15 2008 - 2:26PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on April 15, 2008
Registration
No. 333-
135109
UNITED
STATES
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
BIRD ACQUISITION CORP.
(Exact Name of Registrant
as Specified in its Charter)
Republic
of the Marshall Islands
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98-0454094
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(State or Other
Jurisdiction of Incorporation or Organization)
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(IRS Employer
Identification No.)
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Bird Acquisition Corp.
c/o Excel Maritime Carriers Ltd.
c/o 17th km National Road Athens-Lamia &
Finikos Street
145-64 Nea Kifisia
Athens, Greece
(Address of principal executive office)
Donald
J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, Address and
Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Bird
Acquisition Corp.
c/o Excel Maritime Carriers Ltd.
Attn: Gabriel Panayotides
c/o 17th km National Road Athens-Lamia & Finikos Street
145-64 Nea Kifisia
Athens, Greece
(011) (30) (210) 620-9520
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John M. Reiss, Esq.
David M. Johansen, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
(212) 819-8200
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(Name, Address and
Telephone Number, Including Area Code)
Approximate date of commencement of proposed sale
to the public: Not Applicable.
If the only securities being registered on this form
are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
o
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.
o
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
o
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act of 1933, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
o
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box.
o
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
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer (Do not check if a smaller
reporting company)
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Smaller reporting company
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DEREGISTRATION
OF UNSOLD SECURITIES
This post-effective amendment (this Amendment),
filed by Bird Acquisition Corp. (f/k/a Quintana Maritime Limited) (the Company),
deregisters the Class A Warrants (the Warrants) and the shares of the
Companys Common Stock, $0.01 par value per share (the Common Stock), that had been registered under the Companys
Registration Statement on Form S-3, Registration No. 333-135109 (the Registration Statement)
and that remain unsold as of the date of this Amendment.
On April 15, 2008, pursuant to the Agreement and
Plan of Merger (the Merger Agreement), dated as of January 29, 2008, as
amended, among Excel Maritime Carriers Ltd. (Excel), Bird Acquisition Corp. (Merger
Sub) and the Company, Merger Sub merged with and into the Company (the Merger),
with the Company being the surviving entity and becoming a wholly-owned
subsidiary of Excel. Pursuant to the
terms of the Merger Agreement, the Company changed its name from Quintana
Maritime Limited to Bird Acquisition Corp. at the effective time of the
Merger. As a result of the Merger, the
Company has terminated all offerings of its securities pursuant to its existing
registration statements on file with the Securities and Exchange Commission,
including the Registration Statement. In
accordance with an undertaking made by the Company in its Registration
Statement to remove from registration, by means of a post-effective amendment,
any Warrants and shares of Common Stock which remain unsold at the termination
of the offering, the Company hereby removes from registration the Warrants and
the shares of its Common Stock under the Registration Statement which remained
unsold as of the date of this Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Athens, the Republic of Greece, on April 15, 2008.
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BIRD ACQUISITION CORP.
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By:
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/s/ Gabriel Panayotides
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Gabriel Panayotides
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President
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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 date indicated.
/s/ Gabriel Panayotides
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President (principal executive officer) and Director
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April 15,
2008
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Gabriel Panayotides
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/s/ Ismini
Panayotides
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Secretary and Director
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April 15,
2008
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Ismini Panayotides
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/s/ Eleftherios Papatrifon
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Treasurer (principal financial and accounting
officer)
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April 15,
2008
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Eleftherios Papatrifon
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and Director
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AUTHORIZED UNITED STATES
REPRESENTATIVE
Pursuant to the requirements of the Securities Act of
1933, the undersigned, the duly undersigned representative in the United States
of the Company, has signed this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 on April 15, 2008.
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By:
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/s/ Donald J. Puglisi
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Donald J. Puglisi
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Authorized Representative in the United States
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