- Post-Effective Amendment to Registration Statement (POS AM)
29 Outubro 2012 - 4:55PM
Edgar (US Regulatory)
Registration Statement No. 333-63776
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form S-3 Registration Statement No. 333-63776
Under
the Securities Act of 1933
U.S. HOME
SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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75-2922239
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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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2951 Kinwest Parkway
Irving, TX 75063
214-488-6324
(Address, Including Zip Code, of Registrants Principal Executive Offices)
Richard B. Goodner
Vice President - Legal Affairs and General Counsel
U.S. Home Systems,
Inc.
2951 Kinwest Parkway
Irving, TX 75063
(Name and Address of Agent For Service)
(214) 488-6324
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
James S. Ryan, III
Alex Frutos
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 953-5801
Not applicable.
(Approximate date of commencement of proposed sale to the public)
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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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.
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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.
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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.
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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.
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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.
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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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One):
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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
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to the Registration Statement of U.S. Home Systems,
Inc., a Delaware corporation (the Company) on Form S-3 (File No. 333-63776) filed with the Securities and Exchange Commission on June 25, 2001 (the Registration Statement).
On October 26, 2012, pursuant to an Agreement and Plan of Merger, dated as of August 6, 2012 (the Merger
Agreement), by and among the Company, THD At-Home Services, Inc., a Delaware corporation (Parent), which is a wholly-owned subsidiary of The Home Depot, Inc., and Umpire Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation (the Merger).
As a result of the Merger, the Company has terminated any and all offerings of the Companys securities pursuant to the Registration Statement. In accordance with the undertaking contained in Part
II, Item 17(3) of the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective Amendment to remove from registration all of such securities of the Company registered but unsold under the
Registration Statement, if any, as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on this
26
th
day of October, 2012.
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U.S. Home Systems, Inc.
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By:
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/s/ Murray H. Gross
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Murray H. Gross
Chairman,
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the
Registration Statement 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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/s/ Murray H. Gross
Murray H. Gross
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President and Chief Executive Officer
(Principal Executive Officer)
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October 26, 2012
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/s/ Robert A. DeFronzo
Robert A. DeFronzo
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Secretary/Treasurer and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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October 26, 2012
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/s/ Richard Griner
Richard Griner
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Director
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October 26, 2012
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/s/ Don A. Buchholz
Don A. Buchholz
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Director
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October 26, 2012
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/s/ Larry A. Jobe
Larry A. Jobe
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Director
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October 26, 2012
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/s/ Kenneth W. Murphy
Kenneth W. Murphy
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Director
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October 26, 2012
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