As filed with the Securities and Exchange Commission on December 14, 2011
Registration No. 333-162278
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELVENT GIT, S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Kingdom of Spain | Not Applicable | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
Telvent GIT, S.A.
Valgrande, 6
28108, Alcobendas, Madrid, Spain
Tel: (34) 902-33-55-99
(Address and telephone number of registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
Tel: (212) 894-8440
(Name, address and telephone number of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Laura D. Nemeth
Daniel G. Berick
Squire, Sanders & Dempsey (US) LLP
4900 Key Tower
127 Public Square
Cleveland, OH 44114
Tel: (216) 479-8500
Fax: (216) 479-8780
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are being 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, please 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.C. 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.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
The Registration Fee was previously calculated and paid in connection with the filing of the Registration Statement on October 2, 2009.
This Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
On October 27, 2009, the Securities and Exchange Commission (the “Commission”) declared effective a Registration Statement on Form F-3 (File No. 333-162278) (the “Registration Statement”) of Telvent GIT, S.A. (the “Registrant”) relating to the sale of up to 4,192,374 ordinary shares (the “Registered Shares”) by certain selling stockholders named therein pursuant to the plan of distribution set forth therein.
The Registrant has terminated all offerings of ordinary shares pursuant to its existing registration statements, including the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed solely to terminate the effectiveness of the Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 1, all of the Registered Shares that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
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 F-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madrid, the Kingdom of Spain, on December 14, 2011.
TELVENT GIT, S.A. | ||||
By: | /S/ | Ignacio González Domínguez | ||
Name: | Ignacio González Domínguez | |||
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated below on December 14, 2011.
Signature | Title | |
/s/ Ignacio González Domínguez Ignacio González Domínguez | Director, Chairman and Chief Executive Officer (Principal Executive Officer) | |
/s/ Tom Dilworth Tom Dilworth | Chief Accounting Officer (Principal Accounting Officer) and Authorized Representative in the United States | |
/s/ Manuel Fernández Maza Manuel Fernández Maza | Chief Financial Officer (Principal Financial Officer) | |
/s/ Michel Crochon Michel Crochon | Director | |
/s/ Peter Wexler Peter Wexler | Director | |
/s/ Enrique Valer Enrique Valer | Director | |
/s/ Julio Rodriguez Julio Rodriguez | Director | |
/s/ Bernard Mangin Bernard Mangin | Director | |
/s/ Robert Immelé Robert Immelé | Director | |
/s/ Emmanuel Babeau Emmanuel Babeau | Director |