As filed with the Securities and Exchange Commission on May 2, 2006
Registration No. 333-120661
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Blount International, Inc. | Delaware | 63-0780521 |
Blount, Inc. | Delaware | 63-0593908 |
(Exact name of each Registrant as specified in its charter) | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3480
(Primary Standard Industrial
Classification Code Number)
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4909 SE International Way
Portland, Oregon 97222-4679
(503) 653-8881
(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive office)
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Richard H. Irving, III, Esq.
Senior Vice President, General Counsel and Secretary
4909 SE International Way
Portland, Oregon 97222-4679
(503) 653-8881
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Ronald Cami, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
REMOVAL FROM REGISTRATION
This Post-Effective Amendment No. 2 to Form S-3 Registration Statement under the Securities Act of 1933 relates to the Form S-3 Registration Statement under the Securities Act of 1933 filed on November 22, 2004, File No. 333-120661 (the “Registration Statement”). The undersigned Registrants hereby remove from registration all securities that remain unsold under the Registration Statement. These unsold securities have an aggregate maximum offering price of $138,000,000, which amount includes 382,380 unsold shares of Blount International, Inc. common stock registered for resale in a secondary offering under the Registration Statement by the selling shareholders. Based on the average of the high and low prices reported by the New York Stock Exchange for Blount International, Inc. common stock on April 25, 2006, these unsold securities have a market value of $5,963,216.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”), the Registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in Portland, Oregon, on May 2, 2006.
BLOUNT INTERNATIONAL, INC.
By:
/s/ Calvin E. Jenness
Name: Calvin E. Jenness
Title: Senior Vice President and Chief Financial Officer
BLOUNT, INC.
By:
/s/ Calvin E. Jenness
Name: Calvin E. Jenness
Title: Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
* James S. Osterman | Chairman and Chief Executive Officer and Director, Blount International, Inc. and Blount, Inc. (principal executive officer) | May 2, 2006 | ||
/s/ Calvin E. Jenness Calvin E. Jenness | Senior Vice President and Chief Financial Officer, Blount International, Inc. and Blount, Inc. (principal financial officer and principal accounting officer) | May 2, 2006 | ||
* Eliot M. Fried | Lead Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 | ||
* R. Eugene Cartledge | Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 |
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/s/ Joshua L. Collins Joshua L. Collins | Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 | ||
* Thomas J. Fruechtel | Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 | ||
* E. Daniel James | Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 | ||
/s/ Robert D. Kennedy Robert D. Kennedy | Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 | ||
* Harold E. Layman | Director, Blount International, Inc. and Blount, Inc. | May 2, 2006 |
* By:
/s/ Calvin E. Jenness
Name: Calvin E. Jenness
Title: Attorney-in-Fact
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