As Filed with the Securities and Exchange Commission on June 24, 2005
Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-105550)
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ | |
Post-Effective Amendment No. 3 To Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _____________________ | |
UNITED DEFENSE INDUSTRIES, INC. (Exact name of registrant as specified in its charter) | |
Delaware (State or other jurisdiction of incorporation or organization) | 52-2059782 (I.R.S. Employer Identification No.) |
1525 Wilson Boulevard, Suite 700, Arlington, Virginia, 22209-2411 (Address of Principal Executive Offices) _____________________ | |
(For Co-Registrants, please see “Table of Co-Registrants” on the following page) _____________________ | |
Thomas W. Rabaut President and Chief Executive Officer United Defense Industries, Inc. 1525 Wilson Boulevard, Suite 700, Arlington, Virginia, 22209-2411 (703) 312-6100 (Name, address and telephone number, including area code, of agent for service) Copy to: Sheila C. Cheston Senior Vice President, General Counsel and Secretary BAE Systems, Inc. 1601 Research Boulevard Rockville, Maryland 20850 (301) 838-6000 | |
TABLE OF CO-REGISTRANTS
State or Other | IRS Employer Identification | |||
Name | Jurisdiction of Formation | Number | ||
Barnes & Reinecke, Inc. | Delaware | 36-2056606 | ||
Marepcon Financial Corporation | Virginia | 54-1351598 | ||
Norfolk Shipbuilding & Drydock Corporation | Virginia | 54-0321390 | ||
San Francisco Drydock, Inc. | California | 94-3168698 | ||
Southwest Marine, Inc. | California | 95-3055463 | ||
UDLP Holdings Corp. | Delaware | 52-2059780 | ||
UDLP International, Inc. | Delaware | 54-1739650 | ||
UDLP Overseas Limited | Delaware | 54-1923831 | ||
United Defense, L.P. | Delaware | 54-1693796 | ||
United Defense (UK), Inc. | Delaware | 27-0031778 | ||
United States Marine Repair, Inc. | Delaware | 52-2065604 |
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Deregistration of Securities
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, United Defense Industries, Inc. (the “Company”) hereby withdraws from registration under this Post-Effective Amendment No. 3 any and all debt securities, shares of Preferred Stock, par value $0.01 per share, shares of Common Stock, par value $0.01 per share, debt and equity warrants and guarantees of debt securities of the Company (the “Securities”) originally registered under the Registration Statement on Form S-3 (File No. 333-105550) which have not been issued. Following the merger of the Company with Ute Acquisition Company Inc., a wholly owned subsidiary of BAE Systems, Inc. (formally known as BAE SYSTEMS North America Inc.), such Securities will not be issued or sold.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
UNITED DEFENSE INDUSTRIES, INC.
By:
* |
Name: Thomas W. Rabaut Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President and Chief Executive Officer | June 24, 2005 |
Name: Thomas W. Rabaut | (Principal Executive Officer) | |
* | Vice President and Chief Financial Officer | June 24, 2005 |
Name: Francis Raborn | (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Mark H. Ronald | Director | June 24, 2005 |
Name: Mark H. Ronald |
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/s/ Sheila C. Cheston | Director | June 24, 2005 |
Name: Sheila C. Cheston |
*By:
/s/ David V. Kolovat__________ |
Name: David V. Kolovat Attorney-in-fact |
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
BARNES & REINECKE, INC.
By:
*
Name: Michael J. Flynn
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | Chief Executive Officer | June 24, 2005 |
Name: Michael J. Flynn | (Principal Executive Officer) | |
* | Chief Financial Officer | June 24, 2005 |
Name: Adeliza M. De Guzman | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Scott E. Leitch | ||
* | Director | June 24, 2005 |
Name: David A. Napoliello | ||
* | Director | June 24, 2005 |
Name: R. Mark Manion |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
MAREPCON FINANCIAL CORPORATION
By:
*
Name: Alexander J. Krekich
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President and Director | June 24, 2005 |
Name: Alexander J. Krekich | (Principal Executive Officer) | |
* | Treasurer | June 24, 2005 |
Name: Daniel P. Cotter | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Francis Raborn | ||
* | Director | June 24, 2005 |
Name: David V. Kolovat |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
6
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
NORFOLK SHIPBUILDING & DRYDOCK CORPORATION
By:
*
Name: Thomas W. Epley
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President | June 24, 2005 |
Name: Thomas W. Epley | (Principal Executive Officer) | |
* | Treasurer and Vice President | June 24, 2005 |
Name: Daniel P. Cotter | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Francis Raborn | ||
* | Director | June 24, 2005 |
Name: David V. Kolovat | ||
* | Director | June 24, 2005 |
Name: Alexander J. Krekich |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
SAN FRANCISCO DRYDOCK, INC.
By:
*
Name: Joseph V. O’Rourke
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President and Chief Executive Officer | June 24, 2005 |
Name: Joseph V. O’Rourke | (Principal Executive Officer) | |
* | Chief Financial Officer | June 24, 2005 |
Name: Daniel P. Cotter | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Francis Raborn | ||
* | Director | June 24, 2005 |
Name: David V. Kolovat | ||
* | Director | June 24, 2005 |
Name: Alexander J. Krekich |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
8
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
SOUTHWEST MARINE, INC.
By:
*
Name: Monty W. Dickinson
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President and Chief Executive Officer | June 24, 2005 |
Name: Monty W. Dickinson | (Principal Executive Officer) | |
* | Chief Financial Officer | June 24, 2005 |
Name: Daniel P. Cotter | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Francis Raborn | ||
* | Director | June 24, 2005 |
Name: David V. Kolovat | ||
* | Director | June 24, 2005 |
Name: Alexander J. Krekich |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
9
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
UDLP HOLDINGS CORP.
By:
*
Name: Thomas W. Rabaut
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | Chief Executive Officer and Director | June 24, 2005 |
Name: Thomas W. Rabaut | (Principal Executive Officer) | |
* | Chief Financial Officer and Director | June 24, 2005 |
Name: Francis Raborn | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: David V. Kolovat |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
10
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia on the 24th day of June, 2005.
UDLP INTERNATIONAL, INC.
By:
*
Name: Thomas W. Rabaut
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President, Chief Executive Officer and Chairman of the Board of Directors | June 24, 2005 |
Name: Thomas W. Rabaut | (Principal Executive Officer) | |
* | Vice President, Chief Financial Officer and Director | June 24, 2005 |
Name: Francis Raborn | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: David V. Kolovat |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
11
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
UDLP OVERSEAS LIMITED
By:
*
Name: Thomas W. Rabaut
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President, Chief Executive Officer and Chairman of the Board of Directors | June 24, 2005 |
Name: Thomas W. Rabaut | (Principal Executive Officer) | |
* | Vice President, Chief Financial Officer and Director | June 24, 2005 |
Name: Francis Raborn | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: David V. Kolovat |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
12
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
UNITED DEFENSE, L.P.
By:
*
Name: Thomas W. Rabaut
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | Chief Executive Officer and Director of UDLP Holdings Corp., the general partner of the registrant | June 24, 2005 |
Name: Thomas W. Rabaut | (Principal Executive Officer) | |
* | Chief Financial Officer and Director of UDLP Holdings Corp., the general partner of the registrant | June 24, 2005 |
Name: Francis Raborn | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director of UDLP Holdings Corp., the general partner of the registrant | June 24, 2005 |
Name: David V. Kolovat |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
13
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
UNITED DEFENSE (UK), INC.
By:
*
Name: Elmer L. Doty
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | President | June 24, 2005 |
Name: Elmer L. Doty | (Principal Executive Officer) | |
* | Vice President, Treasurer and Director | June 24, 2005 |
Name: R. Mark Manion | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Dennis A. Wagner | ||
* | Director | June 24, 2005 |
Name: David A. Napoliello |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
14
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
UNITED STATES MARINE REPAIR, INC.
By:
*
Name: Alexander J. Krekich
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | Chief Executive Officer and Director | June 24, 2005 |
Name: Alexander J. Krekich | (Principal Executive Officer) | |
* | Chief Financial Officer and Treasurer | June 24, 2005 |
Name: Daniel P. Cotter | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | June 24, 2005 |
Name: Thomas W. Rabaut | ||
* | Director | June 24, 2005 |
Name: Francis Raborn |
*By:
/s/ David V. Kolovat |
Name: David V. Kolovat Attorney-in-fact |
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