As filed with the Securities and Exchange Commission on August 14, 2019.
RegistrationNo. 333-170915
RegistrationNo. 333-123528
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORMS-1
TO:
| FORMS-3 REGISTRATION STATEMENTNO. 333-170915 | FORM S-3 REGISTRATION STATEMENT NO. 333-123528 |
UNDER THE SECURITIES ACT OF 1933
PHI, INC.*
(Exact name of registrant as specified in its charter)
| Louisiana | 4522 | 72-0395707 | ||
(State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
2001 SE Evangeline Thruway
Lafayette, Louisiana
(337)272-4452
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Trudy P. McConnaughhay
PHI, Inc.
2001 SE Evangeline Thruway
Lafayette, LA 70508
(337)272-4452
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Kenneth J. Najder
Hope M. Spencer
Jones Walker LLP
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
Approximate date of commencement of proposed sale to the public: Not applicable.
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 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 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, anon-accelerated filer, a 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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ | |||||
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 Securities Act. ☐
| * | Includes certain subsidiaries of PHI, Inc. identified on the following page that were subsidiary guarantors of the 8.625% Senior Notes due 2018 registered pursuant to the Registrant’s FormS-3 Registration StatementNo. 333-170915 |
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 on FormS-1 (this “Post-Effective Amendment”) to each of the below listed Registration Statements on FormS-3 (collectively, the “Prior Registration Statements”) of PHI, Inc. (the “Registrant”) is being filed to terminate all offerings under the Prior Registration Statements and deregister any and all securities that remain unsold pursuant to the Prior Registration Statements.
| 1. | Registration Statement on FormS-3, FileNo. 333-170915, filed with the Securities and Exchange Commission (the “Commission”) on December 2, 2010, registering $3,000,000 in the aggregate of the Registrant’s 8.625% Senior Notes due 2018 and the guarantees of those notes by the Registrant Guarantors; and |
| 2. | Registration Statement on FormS-3, FileNo. 333-123528, filed with the Commission on March 23, 2005, registering up to $400,000,000 in the aggregate of the Registrant’snon-voting common stock (par value $0.10 per share), voting common stock (par value $0.10 per share), depositary shares, warrants and debt securities. |
Because the Registrant no longer satisfies the eligibility requirements of FormS-3, it has filed this Post-Effective Amendment on FormS-1 to terminate the registration of any securities that remain unsolder under the Prior Registration Statements.
The Registrant has terminated all offerings of its securities pursuant to the Prior Registration Statements and is no longer issuing securities under the Prior Registration Statements. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration by means of a post-effective amendment any securities registered under the Prior Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any securities registered under the Prior Registration Statements that remain unsold as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant and Registrant Guarantors have duly caused this Post-Effective Amendment No. 1 on FormS-1 to the Prior Registration Statements on FormS-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on August 14, 2019.
| PHI, INC. | ||
By: | /s/ Trudy P. McConnaughhay | |
Trudy P. McConnaughhay | ||
Chief Financial Officer and Secretary | ||
| PHI SERVICES, INC. | ||
By: | /s/ Trudy P. McConnaughhay | |
Trudy P. McConnaughhay | ||
Vice President, Secretary and Director | ||
PHI AIR MEDICAL, L.L.C. HELEX, L.L.C. SKY LEASING, L.L.C. VERTILEASE, LLC LEASING SOURCE, LLC | ||
By: | /s/ Trudy P. McConnaughhay | |
Trudy P. McConnaughhay | ||
Manager | ||
HELICOPTER MANAGEMENT, L.L.C. HELICOPTER LEASING, L.L.C. | ||
By: | /s/ Trudy P. McConnaughhay | |
Trudy P. McConnaughhay | ||
Member | ||
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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