As filed with the Securities and Exchange Commission on
July 24, 2023
Registration No. 333-220065
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATENTO S.A.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s
name into English)
Luxembourg
(State or other jurisdiction
of incorporation or organization) |
N/A
(I.R.S. Employer
Identification No.) |
1 rue Hildegard Von Bingen, L-1282 Luxembourg
Grand Duchy of Luxembourg
+352 26 78 60 1
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
(800) 937-5449
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan Grinceri
Sidley Austin LLP
70 St Mary Axe, London EC3A 8BE
United Kingdom
+44 20 7360 3600 |
Sara M. von Althann
Sidley Austin LLP
1501 K Street, N.W.
Washington, D.C. 20005
+1 202 736 8000 |
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Approximate date of commencement of proposed sale to
the public: Not applicable.
If 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,
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 this Form is a registration
statement pursuant to General Instruction I.C. 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. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company |
☐ |
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any
update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
DEREGISTRATION OF UNSOLD SECURITIES
Atento S.A., a public limited liability company (“société
anonyme”) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 1, rue Hildegard Von Bingen,
L-1282 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register (“Registre de
Commerce et des Sociétés, Luxembourg”) under the number R.C.S. Luxembourg B 185.761 (the “Company”),
is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 (File No. 333-220065), filed on August 18, 2017
(the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) to deregister any and
all remaining unsold securities under the Registration Statement. The Registration Statement was filed in relation to one or more offerings
by the Company up to an aggregate of $200,000,000 of ordinary shares, no nominal value (“Ordinary Shares”) and 62,660,015
Ordinary Shares by the selling shareholder named in the Registration Statement. The Registration Statement was declared effective by the
SEC on August 30, 2017. The selling shareholder completed an offering of 12,295,082 Ordinary Shares on November 13, 2017.
On July 21, 2023, the Company announced the delisting of its
Ordinary Shares from the New York Stock Exchange (the “NYSE” or the “Exchange”) by the Exchange and termination
of the registration of such securities on the NYSE under section 12(b) of the Securities Exchange Act of 1934, as amended. On July 21,
the NYSE notified the Company of its intention to file a Form 25 to effect the delisting of the Company’s Ordinary Shares from the
NYSE. In connection with the delisting and deregistration, the Company has terminated any and all offerings pursuant to the Registration
Statement.
The Company, by filing this post-effective amendment, hereby
removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof. This filing
is made in accordance with an undertaking made by the Company in Part II of the Registration Statements to remove from registration by
means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the Grand Duchy of Luxembourg, on July 24, 2023.
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ATENTO S.A. |
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By: |
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Dimitrius Oliviera |
Name: |
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Dimitrius Oliviera |
Title: |
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Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment No. 1
to the Registration Statement in reliance upon Rule 478 under the Securities Act.
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