1 As filed with the Securities and Exchange Commission on May 13, 1998 REGISTRATION STATEMENT NO. 333-43131 ================================================================================ 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 ------------------------- ALPHA-BETA TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) Massachusetts 04-2997834 (State of incorporation) (I.R.S. Employer Identification Number) THREE BIOTECH PARK ONE INNOVATION DRIVE WORCESTER, MASSACHUSETTS 01605 (508) 798-6900 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------------- SPIROS JAMAS PRESIDENT AND CHIEF EXECUTIVE OFFICER ALPHA-BETA TECHNOLOGY, INC. THREE BIOTECH PARK ONE INNOVATION DRIVE WORCESTER, MASSACHUSETTS 01605 (508) 798-6900 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- With copies to: JOHN J. EGAN III, ESQ. GOODWIN, PROCTER & HOAR LLP Exchange Place 53 State Street Boston, Massachusetts 02109-2881 (617) 570-1000 Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. 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. [X] 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. [ ] ---------------------------- 2 ALPHA-BETA TECHNOLOGY, INC. DEREGISTRATION OF SECURITIES ------------------------- Alpha-Beta Technology, Inc. (the "Registrant") previously filed Registration Statement No. 333-43131 on Form S-3 (the "Registration Statement") covering 237,364 shares of its common stock, par value $.01 per share (the "Common Stock"). The offering contemplated by the Registration Statement expired on May 12, 1998. Accordingly, the Registrant hereby files this Post-Effective Amendment No. 1 to the Registration Statement to deregister a total of 221,937 shares of its Common Stock originally registered by the Registration Statement which remained unsold as of the expiration of the offering. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), Alpha-Beta Technology, Inc. certifies that it 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 Worcester, Massachusetts, on this thirteenth day of May, 1998. ALPHA-BETA TECHNOLOGY, INC. By: /s/ Spiros Jamas -------------------------------------- Spiros Jamas President and Chief Executive Officer Pursuant to the requirements of the Securities Act, 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 Capacity Date --------- -------- ---- /s/ Spiros Jamas President, Chief Executive May 13, 1998 - ----------------------------- Officer and Director (Principal Spiros Jamas Executive Officer) /s/ Joseph M. Grimm Vice President, Finance May 13, 1998 - ----------------------------- and Chief Financial Officer Joseph M. Grimm (Principal Financial and Accounting Officer) * Executive Vice President, May 13, 1998 - ----------------------------- Treasurer, Chief Operating D. Davidson Easson Jr. Officer and Director * Chairman of the Board of May 13, 1998 - ----------------------------- Directors Gustav A. Christensen * Director May 13, 1998 - ----------------------------- Bernard Canavan * Director May 13, 1998 - ----------------------------- Lawrence C. Hoff * Director May 13, 1998 - ----------------------------- Michael E. Porter * Director May 13, 1998 - ----------------------------- Peter H. Levine, M.D. * By: /s/ Spiros Jamas ----------------------- Spiros Jamas Attorney-in-fact