As filed with the Securities and Exchange Commission on December 14, 2017
RegistrationNo. 333-196795
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVENTURE FOODS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 86-0786101 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
5415 East High Street, Suite 350
Phoenix, Arizona 85054
(623) 932-6200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dylan Lissette
Chief Executive Officer
Inventure Foods, Inc.
5415 East High Street, Suite 350
Phoenix, Arizona 85054
(623)932-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Richard J. Busis
Cozen O’Connor
1900 Market Street
Philadelphia, Pennsylvania 19103
(215)665-2000
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 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 | ☐ (Do not check if a smaller reporting company) | 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 the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on FormS-3 (FileNo. 333-196795) of Inventure Foods, Inc. (the “Company”) initially filed with the Securities and Exchange Commission on June 16, 2014 (as amended, the “Registration Statement”), pertaining to the registration of up to $100,000,000 of an indeterminate amount of common stock, preferred stock and debt securities of the Company and a secondary offering up to 5,000,000 shares of the Company’s common stock.
On December 14, 2017, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 25, 2017, by and among the Company, Utz Quality Foods, LLC (“Parent”) and Heron Sub, Inc., a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, pursuant to undertakings 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 remove from registration any and all securities of the Company registered but unsold under the Registration Statement as of the date hereof.
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 FormS-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hanover, Commonwealth of Pennsylvania, on this 14th day of December, 2017.
| INVENTURE FOODS, INC. | ||
| By: | /s/ Dylan Lissette | |
| Name: Dylan Lissette | ||
| Title: Chief Executive Officer | ||
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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