AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19,
2018
Registration No. 333-201762
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Voltari Corporation
(Exact name of registrant as specified in its
charter)
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Delaware
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90-0933943
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(State or Other Jurisdiction of
Incorporation
or Organization)
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(IRS Employer
Identification
No.)
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767 Fifth Avenue, Suite 4700
New York, NY 10153
(212) 388-5500
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Kenneth Goldmann
767 Fifth Avenue, Suite 4700
New York, NY 10153
(212) 388-5500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of communications to:
James E. Bedar, Esq.
Jason S. McCaffrey, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Telephone: (617) 856-8200
Facsimile: (617) 856-8201
Approximate date of commencement of proposed
sale to the public:
Voltari Corporatoin is hereby
amending this registration statement to deregister any
securities that had been registered but remain unsold under the
registration statement.
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, check the following
box. ☐
If this
Form is filed to register additional shares for an offering
pursuant to Rule 462(b) 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 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.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.
☐
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.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, 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.
☐
TERMINATION OF REGISTRATION
This
Post-Effective Amendment No. 4 (the “Amendment”)
relates to the registration statement on Form S-1 on Form S-3
(Registration No. 333-201762) (as amended, the “Registration
Statement”) of Voltari Corporation (the
“Company”), pertaining to 1,014,982 shares of common
stock issuable upon the exercise of warrants, which were previously
registered on the Company’s Registration Statement on Form
S-4 (File No. 333-186564), as amended, which was initially
filed on February 11, 2013. The Registration Statement was
originally filed on Form S-1 and declared effective on February 13,
2015.
On
October 11, 2017, the outstanding warrants expired pursuant to
their terms. Pursuant to this Amendment, the Company hereby removes
and withdraws from registration the remaining 1,014,958 shares of
common stock, par value $0.001 per share that were issuable upon
the exercise of such warrants As a result of this deregistration,
no securities remain registered for sale pursuant to the
Registration Statement.
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, in
the State of New York, on March 19, 2018.
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VOLATARI CORPORATION
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By:
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/s/
Kenneth Goldmann
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Name:
Kenneth Goldmann
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Title:
Principal Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/
Kenneth Goldmann
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Principal Executive
Officer (principal executive officer)
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March 19,
2018
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Kenneth
Goldmann
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/s/
Peter Kaouris
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Chief Accounting
Officer (principal financial officer)
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March
19, 2018
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Peter
Kaouris
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/s/
Peter Shea
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Chairman of the
Board
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March 19,
2018
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Peter
Shea
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/s/ Jaffrey A.
Firestone
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Director
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March 19,
2018
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Jaffrey
A. Firestone
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/s/ Kevin
Lewis
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Director
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March 19,
2018
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Kevin
Lewis
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/s/ Sachin
Latawa
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Director
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March 19,
2018
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Sachin
Latawa
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