Post-effective Amendment to Registration Statement (pos Am)
January 12 2017 - 4:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 12, 2017
Registration No. 333-196381
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLORI ENERGY INC.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
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46-4527741
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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4315 South Drive
Houston, Texas 77053
(Address of Principal Executive Offices,
including Zip Code)
Victor M. Perez
Chief Financial Officer
4315 South Drive
Houston, Texas 77053
Telephone: 713-237-8880
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
Copies to:
Charles D. Powell
Norton Rose Fulbright US LLP
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5151
Facsimile: (713) 651-5246
(Name, address, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, 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, 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
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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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¨
(Do not check
if a smaller reporting company)
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Smaller reporting company
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x
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to the Form S-3 Registration
Statement (Registration No. 333-196381, as amended by Amendment No. 1 filed on June 16, 2014) (the “Registration Statement”)
of Glori Energy Inc. (the “Company”) that was declared effective by the Securities and Exchange Commission on June
19, 2014, is being filed to deregister all of the shares that remain unsold by the selling shareholders under the Registration
Statement. Pursuant to the Registration Statement, 27,574,945 of the Company’s common stock, par value $0.0001, to be sold
by the selling shareholders were registered.
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. 2 to its registration statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on January 12, 2017.
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GLORI ENERGY INC.
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/s/ Kevin Guilbeau
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Name: Kevin Guilbeau
Title: Interim Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933,
the Post-Effective Amendment No. 2 to its registration statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.
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Signature
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Title
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Date
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BY:
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/s/ Kevin
Guilbeau
Kevin Guilbeau
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Interim Chief Executive Officer
(Principal executive officer)
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January 12, 2017
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BY:
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/s/ Victor
M. Perez
Victor M. Perez
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Chief Financial Officer
(Principal financial and accounting
officer)
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January 12, 2017
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BY:
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Eric C. Neuman
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Director
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BY:
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*
Mark Puckett
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Director
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January 12, 2017
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BY:
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*
Damon L. Rawie
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Director
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January 12, 2017
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BY:
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*
Jonathan Schulhof
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Director
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January 12, 2017
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*BY:
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Victor
M. Perez
Victor M. Perez
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Attorney-in-Fact
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January 12, 2017
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