- Post-Effective Amendment to Registration Statement (POS AM)
April 29 2009 - 3:21PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 29,
2009
Registration
No. 333-141356
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
HAYES
LEMMERZ INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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32-0072578
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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15300
Centennial Drive
Northville,
Michigan 48168
(734)
737-5000
(Address
and telephone number, including area code, of principal executive
offices)
Patrick
C. Cauley
Vice
President, General Counsel & Secretary
Hayes
Lemmerz International, Inc.
15300
Centennial Drive
Northville,
Michigan 48168
(734)
737-5000
(Name,
address, and telephone number, including area code, of agent for
service)
With
a Copy to:
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Robert
B. Pincus, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square
P.O.
Box 636
Wilmington,
Delaware 19899-0636
(302)
651-3000
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Date
of commencement of 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, 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, 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 Instructions 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
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
o
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Accelerated
filer
þ
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Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
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Smaller
reporting company
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EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3
(Registration No. 333-141356) previously filed by Hayes Lemmerz International,
Inc., a Delaware corporation (the “
Registrant
”), on March 16,
2007, as amended by Amendment No. 1 to Form S-3 filed on May 25, 2007 (as so
amended, the “
Registration
Statement
”). The Registration Statement registered 4,038,462 shares of
common stock, par value $0.01 per share, for resale by the selling stockholders
named therein.
In
accordance with an undertaking made by the Registrant in the Registration
Statement to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering, the Registrant hereby amends the Registration Statement to deregister
any remaining securities registered but unsold under 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 Post-Effective Amendment No. 1 to
the Registration Statement on Form S-3 (Registration No. 333-141356) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Northville, in the State of Michigan, on the 29
th
day of
April, 2009.
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HAYES
LEMMERZ INTERNATIONAL, INC.
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By:
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/s/ Patrick C.
Cauley
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Patrick
C. Cauley
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Vice
President, General Counsel & Secretary
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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 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
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April
29, 2009
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Curtis
J. Clawson
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(Principal
Executive Officer)
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/s/
Mark A. Brebberman
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Vice
President and Chief Financial Officer
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April
29, 2009
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Mark
A. Brebberman
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(Principal
Financial Officer)
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/s/
David Jorgensen
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Corporate
Controller
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April
29, 2009
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David
Jorgensen
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(Principal
Accounting Officer)
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*
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Director
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April
29, 2009
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William
H. Cunningham
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*
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Director
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April
29, 2009
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Cynthia
Feldmann
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*
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Director
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April
29, 2009
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George
T. Haymaker
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*
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Director
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April
29, 2009
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Mohsen
Sohi
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*
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Director
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April
29, 2009
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Henry
D. G. Wallace
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*
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Director
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April
29, 2009
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Richard
F. Wallman
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*By:
/s/ Patrick C.
Cauley
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Patrick
C. Cauley
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Attorney-in-Fact
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4
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