As filed with the Securities and Exchange Commission on June 11, 2002
Registration No. 333-47028
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
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APW LTD.
(Exact name of Registrant as specified in its charter)
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BERMUDA 04-2576375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Clarendon House, Church Street
P.O. Box 666
Hamilton HM CX, Bermuda
N22 W23685 Ridgeview Parkway West
Waukesha, WI 53188-1013
(262) 523-7600
(Address, including ZIP Code, and telephone number,
including area code, of Registrant's principal executive offices)
Mr. Richard D. Carroll
APW Ltd.
N22 W23685 Ridgeview Parkway West
Waukesha, WI 53188-1013
(262) 523-7737
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copy to:
Anthony W. Asmuth III, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 277-5000
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
Not applicable.
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3, as declared effective in October 2000 (File No. 333-47028) (the
"Registration Statement"), is being filed to deregister certain debt securities,
common stock and preferred stock of APW Ltd. ("APW"). APW previously registered,
pursuant to the Registration Statement, up to $500,000,000 of securities,
including without limitation common stock, par value $.01 per share (with
attached Preferred Stock Purchase Rights) and debt securities (collectively, the
"Securities"). As of June 1, 2002 APW has sold none of the Securities registered
under the Registration Statement. The offering contemplated by the Registration
Statement has been terminated. Accordingly, pursuant to the undertaking
contained in the Registration Statement this Post-Effective Amendment No. 1 is
being filed to remove from registration all of the Securities that remain unsold
under the Registration Statement as of the date hereof. The Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of
such Securities.
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 No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Pewaukee, State of
Wisconsin, on June_, 2002.
APW LTD.
(Registrant)
Date: June 11, 2002 By: /s/ Richard D. Carroll
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Name: Richard D. Carroll
Title: Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.*
Signature Title
/s/ Richard G. Sim *
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Richard G. Sim Chairman of the Board, President and
Chief Executive Officer
/s/ Richard D. Carroll
- --------------------------------
Richard D. Carroll Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Todd A. Adams
- --------------------------------
Todd A. Adams Controller
(Principal Accounting Officer)
/s/ Bruno d'Avanzo
- --------------------------------
Bruno d'Avanzo Director
/s/ W. Peter A. Douglas *
- --------------------------------
W. Peter A. Douglas Director
/s/ John J. McDonough *
- --------------------------------
John J. McDonough Director
/s/ John Ziemniak *
- --------------------------------
John Ziemniak Director
*By Anthony W. Asmuth III, by Power of Attorney