Registration No. 333-168317
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
NTS, INC.
(Exact Name of registrant as specified in its charter)
| NEVADA | 11-3618510 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1220 Broadway
Lubbock, Texas 79401
(806) 771-5212
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Niv Krikov
Treasurer and Chief Financial Officer
1220 Broadway
Lubbock, Texas 79401
(806) 771-5212
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies of communications to:
Kevin Sullivan, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street, Floor 34
Boston, MA 02110
(617) 772-8300
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please 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.
| Large accelerated filer¨ | Accelerated filer¨ |
| Non-accelerated filer¨ (Do not check if a smaller reporting company) | Smaller reporting companyx |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”), filed by NTS, Inc. (f/k/a Xfone, Inc.), a Nevada corporation (the “Company”), relates to the Company’s Registration Statement on Form S-3 (File No. 333-168317) (the “Registration Statement”) as filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 26, 2010, pertaining to the registration of 12,756,340 shares of common stock of the Company, par value $0.001 per share.
Effective as of June 6, 2014, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 20, 2013, by and among the Company, T3 North Intermediate Holdings, Inc. (f/k/a T3 North Intermediate Holdings, LLC), a Nevada corporation (“Parent”), and North Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and wholly owned subsidiary of Parent, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). The consummation of the Merger and certain related events were disclosed in the Company’s Current Report on Form 8-K, as filed with the SEC on June 6, 2014.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to existing registration statements including the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and (in accordance with the undertaking made by the Company in Part II of the Registration Statement 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) removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the effective time of this Post-Effective Amendment.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2013.
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lubbock, State of Texas, on June 6, 2014.
| NTS, INC. | ||
| By: | /s/ Niv Krikov | |
| Niv Krikov | ||
| Chief Financial Officer | ||
In reliance on Rule 478 of the Securities Act of 1933, no other person is required to sign this post-effective amendment to the registration statement.
