As filed with the Securities and Exchange Commission on August 8, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MANITEX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Michigan
|
|
42-1628978
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
9725 Industrial Drive
Bridgeview, Illinois 60455
(708)
430-7500
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
David J. Langevin
Chief
Executive Officer
Manitex International, Inc.
9725 Industrial Drive
Bridgeview, Illinois 60455
708-430-7500
(Address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Todd
M. Kaye, Esq.
Bryan Cave Leighton Paisner LLP
211 North Broadway, Suite 3600
St. Louis, MO 63102
(314)
259-2000
Fax: (314)
259-2020
Approximate date of commencement of proposed sale of the securities to the public:
From time to time, after the effective date of this
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, 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
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, a 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.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
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 Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
Title of each class of
securities to be registered
|
|
Amount
to be
registered(3)
|
|
Proposed
maximum
aggregate
offering price(4)
|
|
Amount of
registration fee
|
Common Stock, no par value(1)(2)
|
|
|
|
|
|
|
Preferred Stock, no par value
|
|
|
|
|
|
|
Debt Securities
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
|
Units
|
|
|
|
|
|
|
Purchase Rights
|
|
|
|
|
|
|
Total
|
|
|
|
$75,000,000
(5)
|
|
$9,090.00
(6)
|
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers such additional
shares as may be issued as a result of a stock split, stock dividend, recapitalization, or similar transaction.
|
(2)
|
Each share of Common Stock issued also represents one Preferred Stock Purchase Right. Preferred Stock Purchase
Rights currently cannot trade separately from the underlying Common Stock and, therefore, do not carry a separate price or necessitate an additional registration fee.
|
(3)
|
We are registering hereunder such indeterminate number of shares of common stock, preferred stock, debt
securities, warrants, units and purchase rights as shall have an aggregate initial offering price not to exceed $75,000,000.
|
(4)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, as amended.
|
(5)
|
In no event will the aggregate offering price of all securities issued from time to time pursuant to this
Registration Statement exceed $75,000,000. The securities registered hereunder may be sold separately or with other securities registered hereunder.
|
(6)
|
The Registrant previously filed a Registration Statement on Form
S-3
(File
No. 333-213808)
on September 26, 2016 (the Prior Registration Statement), and paid a filing fee of $8,692.50 in connection therewith. An aggregate of $72,391,000 of securities
remain unsold under the Prior Registration Statement, and accordingly, the Registrant has $8,390.12 of unused filing fees. Pursuant to Rule 457(p), the Registrant hereby applies such unused filing fees against the registration fee due hereunder,
leaving a remainder of $699.88 paid herewith. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration
Statement.
|
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.