As filed with the Securities and Exchange Commission on July 17, 2023
Registration Statement No. 333-267477
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-267477
UNDER
THE SECURITIES ACT OF 1933
QUALTEK SERVICES INC.
Additional Registrants Listed on Schedule A Hereto
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization) | 1623
(Primary Standard Industrial
Classification Code Number) | 83-3584928
(I.R.S. Employer
Identification Number) |
4475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
(484) 804-4585
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christopher S. Hisey
Chief Executive Officer
475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
(484) 804-4585
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Timothy Cruickshank
Zoey Hitzert
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the registration statement.
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: ☐
If this Form is filed to registered 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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | | Accelerated filer | ¨ |
| Non-accelerated filer | x | | Smaller reporting company | x |
| | | | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
This post-effective amendment will become effective in accordance with the provisions of Section 8(c) of the Securities Act.
Schedule A
| Exact Name of Additional Registrants | | Jurisdiction of
Incorporation
or Formation | | Principal Executive Offices | | Primary
Standard
Industrial
Classification
Code
Number | | I.R.S.
Employer
Identification
No. |
| QualTek LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 46-0777008 |
| QualTek Wireline LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 46-1348019 |
| QualSat, LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 36-4768660 |
| AdvanTek Electrical Construction, LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 82-4076159 |
| QualTek Wireless LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 82-2496529 |
| Site Safe, LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 82-2667698 |
| QualTek Recovery Logistics LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 83-2037301 |
| QualTek Fulfillment LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 83-2527795 |
| QualTek Renewables LLC | | TX | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 05-0529922 |
| QualTek Buyer, LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 83-0962442 |
| QualTek MidCo, LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 30-0834354 |
| QualTek Management, LLC | | DE | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 32-0443933 |
| NX Utilities ULC | | BC | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 98-1437498 |
| Concurrent Group LLC | | FL | | 475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422 | | 1623 | | 82-1840870 |
EXPLANATORY NOTE: TERMINATION OF REGISTRATION STATEMENT AND DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”), filed by QualTek Services Inc., a Delaware corporation (the “Company”), and the additional registrants listed on Schedule A hereto (together with the Company, the “Registrants”), relates to the Registration Statement on Form S-1 (No. 333-267477), filed by the Registrants with the United States Securities and Exchange Commission (the “SEC”) on September 16, 2022, as amended by that certain Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on October 3, 2022 (as amended, the “Registration Statement”).
On July 14, 2023, the Company emerged from bankruptcy, pursuant to that certain Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (Technical Modifications), approved and confirmed by the United States Bankruptcy Court for the Southern District of Texas on June 30, 2023. As a result of the emergence, all offers and sales of the Company’s securities pursuant to the Registration Statement have been terminated.
In accordance with undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrants hereby remove from registration all of such securities of the Company registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK SERVICES INC. |
| | |
| | |
| | By: | /s/ Christopher S. Hisey |
| | Name: Christopher S. Hisey |
| | Title: Chief Executive Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK WIRELINE LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALSAT, LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | ADVANTEK ELECTRICAL CONSTRUCTION, LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK WIRELESS LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | SITE SAFE, LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK RECOVERY LOGISTICS LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK FULFILLMENT LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK RENEWABLES LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK BUYER, LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | NX UTILITIES ULC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK MIDCO, LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | QUALTEK MANAGEMENT, LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.
| | CONCURRENT GROUP LLC |
| | |
| | |
| | By: | /s/ Matthew J. McColgan |
| | Name: Matthew J. McColgan |
| | Title: Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
