Post-effective Amendment to Registration Statement (pos Am)
January 06 2015 - 4:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 6, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-147301
Post-Effective Amendment No. 2 to Form S-3 Registration No. 333-164473
Post-Effective Amendment No. 4 to Form S-3 Registration No. 333-165822
Post-Effective Amendment No. 2 to Form S-3 Registration No. 333-195253
UNDER
THE
SECURITIES ACT OF 1933
World Energy Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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04-3474959 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
World Energy Solutions, Inc.
100 Front Street
Worcester, Massachusetts 01608
(508) 459-8100
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
David
Brewster
President
One Marina Park Drive, Suite 400
Boston, Massachusetts 02210
(617) 224-9900
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Miguel J. Vega
Cooley LLP
500 Boylston
Street
Boston, Massachusetts 02116
(617) 937-2319
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. x
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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Form S-3 Registration Statements, as amended, of World Energy Solutions, Inc., a
Delaware corporation (World Energy) (collectively, the Registration Statements):
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Registration Statement No. 333-147301 filed with the United States Securities and Exchange Commission (the SEC) on November 9, 2007 registering 5,375,000 shares of World Energy common stock, par
value $0.0001 per share (the Shares). |
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Registration Statement No. 333-164473 filed with the SEC on January 22, 2010 registering 489,097 Shares. |
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Registration Statement No. 333-165822 filed with the SEC on March 31, 2010 registering up to $20 million worth of Shares, preferred shares and warrants. |
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Registration Statement No. 333-195253 filed with the SEC on April 14, 2014 registering 200,000 shares of common stock. |
On November 4, 2014, World Energy entered into an Agreement and Plan of Merger (the Merger Agreement) with EnerNOC, Inc.
(Parent), and Wolf Merger Sub Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub was merged with and into World Energy, with World Energy
continuing as the surviving corporation and as a wholly-owned subsidiary of Parent.
As a result of the consummation of the transactions
contemplated by the Merger Agreement, World Energy has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by World Energy in each 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, World Energy hereby removes and withdraws from registration any and all securities of
World Energy registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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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 to be signed on its behalf by the undersigned, thereunto duly authorized in Worcester, Massachusetts, on January 6, 2015.
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World Energy Solutions, Inc. |
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By: |
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/s/ David Brewster |
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David Brewster |
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President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the
capacities indicated on January 6, 2015:
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Signature |
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Title(s) |
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/s/ David Brewster
David Brewster |
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President and Director (principal executive officer, principal financial officer, and accounting officer) |
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/s/ Neil Moses
Neil Moses |
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Director |
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/s/ Timothy Healy
Timothy Healy |
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Director |
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