As filed with the Securities and Exchange Commission on August 2, 2002
Registration No. 333-54502
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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BQX LTD. (f/k/a 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, 2 Church Street
P.O. Box 666
Hamilton HM CX, Bermuda
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
(Address of principal executive offices) (Zip Code)
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APW LTD.
2001 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
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Richard D. Carroll Copy to:
Vice President and Chief Financial Officer ANTHONY W. ASMUTH III, ESQ.
APW Ltd. Quarles & Brady LLP
Clarendon House, 2 Church Street 411 East Wisconsin Avenue
P.O. Box 666 Milwaukee, WI 53202
Hamilton HM CX, Bermuda
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
(Name and address of agent for service)
(262) 523-7600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
- -------------------------------------------------------------------------------------------------------------
N/A* N/A* N/A* N/A* N/A*
- --------------------------------------------------------------------------------------------------------------
*This Amendment is being filed to terminate the Registration
Statement and deregister shares and the Preferred Stock Purchase Rights
attached to the shares issued pursuant to the Registrant's Rights Agreement.
POST-EFFECTIVE AMENDMENT: DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(No. 333-54502) is being filed to deregister the remaining 200,000 shares of
Common Stock, par value $0.01 per share and associated Preferred Stock Purchase
Rights ("Common Stock"), of APW Ltd. covered by the Registration Statement on
Form S-8 ("Registration Statement"). The Registration Statement was for 200,000
shares of Common Stock which were offered under the APW Ltd. 2001 Outside
Directors' Stock Option Plan. An aggregate of 0 shares of Common Stock
covered by the Registration Statement were issued thereunder.
On May 16, 2002, APW Ltd. and its wholly-owned subsidiary, Vero
Electronics, Inc., filed voluntary petitions under Chapter 11 of the United
States Bankruptcy Code with the United States Bankruptcy Court for the Southern
District of New York ("Bankruptcy Court"). The Joint Plan of Reorganization of
APW Ltd. and Vero Electronics, Inc., as modified, which was confirmed by the
Bankruptcy Court on July 23, 2002 but entered on July 24, 2002, provides for the
cancellation of all of the shares of Common Stock covered by the Registration
Statement on its effective date.
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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-8 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 August 1, 2002.
BQX LTD. (f/k/a APW LTD.)
(Registrant)
Date: August 1, 2002 By: /s/ Richard D. Carroll
---------------------------------
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 indicated
as of the 1st day of August, 2002.
Signature Title
--------- -----
/s/ Richard G. Sim * Chairman of the Board, President and
- ----------------------------------------------- Chief Executive Officer
Richard G. Sim
/s/ Richard D. Carroll Vice President and Chief Financial Officer
- ----------------------------------------------- (Principal Financial Officer)
Richard D. Carroll
/s/ Todd A. Adams Controller
- ----------------------------------------------- (Principal Accounting Officer)
Todd A. Adams
/s/ Bruno d'Avanzo Director
- -----------------------------------------------
Bruno d'Avanzo
/s/ W. Peter A. Douglas * Director
- -----------------------------------------------
W. Peter A. Douglas
/s/ John Ziemniak * Director
- -----------------------------------------------
John Ziemniak
/s/ John J. McDonough * Director
- -----------------------------------------------
John J. McDonough
*By Todd A. Adams, by Power of Attorney
S-1