As filed with the Securities and Exchange Commission on November 3, 2006
Registration No. 333-130122
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BPI ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| British Columbia, Canada | | 1311 | | 75-3183021 |
| (State or other jurisdiction of | | (Primary standard industrial | | (I.R.S. employer |
| incorporation or organization) | | classification code number) | | identification number) |
30775 Bainbridge Road, Suite 280
Solon, Ohio 44139
(440) 248-4200
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
James G. Azlein
President and Chief Executive Officer
30775 Bainbridge Road, Suite 280
Solon, Ohio 44139
(440) 248-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Derek D. Bork
Thompson Hine LLP
127 Public Square, Suite 3900
Cleveland, Ohio 44114
(216) 566-5500
Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective.
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, check the following box. þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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: o
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. o
Explanatory Note
This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-130122) is being filed pursuant to Rule 462(d) solely for the purpose of adding Exhibits 23.1, 23.3 and 23.4 to such Registration Statement. These exhibits replace and supersede the exhibits filed under the same numbers in the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on May 11, 2006.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:The following exhibits are filed as part of this Registration Statement.
| | | | | | | |
| | | Exhibit No. | | Description |
| | | | | | | |
| | | 23.1 | | | | Consent of De Visser Gray, Chartered Accountants |
| | | 23.3 | | | | Consent of Schlumberger Technology Corporation |
| | | 23.4 | | | | Consent of Meaden & Moore, Ltd. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Solon, Ohio, on November 3, 2006.
| | | | | |
| | | BPI Energy Holdings, Inc.
|
| | | | | |
| Date: November 3, 2006 | | By: | | /s/ James G. Azlein
|
| | | | | |
| | | | | James G. Azlein,
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to registration statement has been signed by the following persons in the capacities and on the date indicated.
| | | |
| Signature | | Title |
| | | |
| /s/ James G. Azlein | | President, Chief Executive Officer and Director |
| | | |
| James G. Azlein | | |
| | | |
| /s/ Randy Elkins | | Controller and Acting Chief Financial Officer |
| | | |
| Randy Elkins | | (Principal Financial and Accounting Officer) |
| | | |
| /s/ Dennis Carlton | | Director |
| | | |
| Dennis Carlton | | |
| | | |
| /s/ William J. Centa | | Director |
| | | |
| William J. Centa | | |
| | | |
| /s/ David E. Preng | | Director |
| | | |
| David E. Preng | | |
| | | |
| /s/ Costa Vrisakis | | Director |
| | | |
| Costa Vrisakis | | |
EXHIBIT INDEX
| | | | | | | |
| | | Exhibit No. | | Description |
| | | | | | | |
| | | 23.1 | | | | Consent of De Visser Gray, Chartered Accountants |
| | | 23.3 | | | | Consent of Schlumberger Technology Corporation |
| | | 23.4 | | | | Consent of Meaden & Moore, Ltd. |
