As filed with the Securities and Exchange Commission on April 7, 2006
Registration No. 333-116464
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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
___________________
HUGHES SUPPLY, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0559446
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Corporate Office
One Hughes Way
Orlando, Florida 32805
(407) 481-4755
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
___________________
David Bearman
Senior Vice President and
Chief Financial Officer
Hughes Supply, Inc.
Corporate Office
One Hughes Way
Orlando, Florida 32805
(407) 841-4755
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Communications To:
Jonathan M. Gottsegen, Esq.
Ricardo Nunez, Esq. Director - Corporate and Securities Practice Group
Vice President -- Legal The Home Depot, Inc.
The Home Depot, Inc. 2455 Paces Ferry Road, N.W.
2455 Paces Ferry Road, N.W. Atlanta, GA 30339-4024
Atlanta, GA 30339-4024 (770) 433-8211
(770) 433-8211
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DEREGISTRATION OF UNSOLD SECURITIES
Hughes Supply, Inc. (the "Company") filed a Registration Statement on
Form S-3 (File No. 333-116464) (the "Registration Statement") with the
Securities and Exchange Commission on June 14, 2004, registering $700,000,000 in
aggregate principal amount of Debt Securities, Common Stock, Warrants, Stock
Purchase Contracts and Units to be offered from time-to-time by the Company and
300,000 shares of Common Stock to be offered by a selling shareholder, David H.
Hughes (the "Offering").
In accordance with the undertaking contained in Part II, Item
17(a)(3) of the Registration Statement pursuant to Item 512(a)(3) of Regulation
S-K, the Company files this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 to remove from registration all of the securities that
were subject to the Offering but remain unsold as of the date hereof. As of the
date hereof, securities with an aggregate initial offering price of $580,000,000
remain unsold under this Registration Statement. The Company is deregistering
these securities in connection with the completion of its merger with a
wholly-owned subsidiary of The Home Depot, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Hughes
Supply certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing this Post-Effective Amendment No. 1 to Form S-3, and
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of
Florida, on April 6, 2006.
HUGHES SUPPLY, INC.
By: /s/ David Bearman
-----------------------------------------
David Bearman
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Joseph DeAngelo President (Principal Executive April 6, 2006
--------------------------- Officer)
Joseph DeAngelo
/s/ David Bearman Senior Vice President and Chief April 6, 2006
--------------------------- Financial Officer (Principal
David Bearman Financial and Accounting Officer)
/s/ Francis S. Blake Director April 6, 2006
---------------------------
Francis S. Blake
/s/ Frank L. Fernandez Director April 6, 2006
---------------------------
Frank L. Fernandez
---------------------------- Director April 6, 2006
Carol Tome