As filed with the Securities and Exchange Commission on February 28, 2017
Registration No. 333-199321
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
SolarCity Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 02-0781046 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) |
3055 Clearview Way
San Mateo, California 94402
(650) 638-1028
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lyndon R. Rive
Chief Executive Officer
SolarCity Corporation
3055 Clearview Way
San Mateo, California 94402
(650) 638-1028
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Phuong Y. Phillips Matthew Tolland SolarCity Corporation 3055 Clearview Way San Mateo, California 94402 (650) 638-1028 | Steven V. Bernard Michael Occhiolini Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 |
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, 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 filter, 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. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
DEREGISTRATION OF SECURITIES
SolarCity Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to withdraw and remove from registration unissued and unsold Solar Bonds pursuant to the Registration Statement on Form S-3 (File No. 333-199321) filed with the U.S. Securities and Exchange Commission on October 15, 2014 (the “Registration Statement”) pertaining to the registration of Solar Bonds in amounts determined by the Company in its sole discretion.
Effective November 21, 2016, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of July 31, 2016, by and among the Company, Tesla, Inc. (“Tesla”) and D Subsidiary, Inc. (“Merger Sub”), the Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Tesla (the “Merger”).
Following the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to deregister all such securities of the Company registered under the Registration Statement that remained unsold as of the effective time of the Merger, if any.
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 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Mateo, State of California, on this 28th day of February, 2017. No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| SOLARCITY CORPORATION | ||
| By: | /s/ Lyndon Rive | |
| Name: | Lyndon Rive | |
| Title: | Chief Executive Officer | |
