As filed with the Securities and Exchange Commission on September 17, 2002
Registration No. 033-60145
================================================================================
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
BIW LIMITED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CONNECTICUT 04-3617838
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 BEAVER STREET
ANSONIA, CT 06401
(203) 735-1888
---------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHN S. TOMAC
PRESIDENT AND TREASURER
BIW LIMITED
230 BEAVER STREET
ANSONIA, CONNECTICUT 06401
(203) 735-1888
---------------------------------------------------------
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications
to the agent for service, should be sent to:
MICHAEL GRUNDEI, ESQ.
WIGGIN & DANA LLP
400 ATLANTIC STREET
STAMFORD, CT 06901
(203) 363-7600
- --------------------------------------------------------------------------------
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. [X]
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, check the following box and
list the Securities Act registration statement number of 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. [_]
================================================================================
INTRODUCTORY NOTE
Effective June 28, 2002, pursuant to the Agreement and Plan of Merger and
Share Exchange between Birmingham Utilities, Inc., BIW Limited, and Birmingham
Mergings, Inc. ("Mergings"), Birmingham Utilities, Inc. consummated the creation
of a new holding company structure by merging with and into Mergings, and
thereupon became a wholly-owned subsidiary of BIW Limited. All outstanding
shares of common stock of Birmingham Utilities, Inc. were exchanged on a
one-for-one basis for shares of common stock, no par value, of BIW Limited.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), BIW Limited, a Connecticut corporation, as successor issuer
to Birmingham Utilities, Inc., a Connecticut corporation, hereby adopts this
registration statement, as amended, for all purposes under the Securities Act
and Securities Exchange Act of 1934, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Exhibit
No. Description
- ------- -----------
4.1 Certificate of Incorporation of BIW Limited (incorporated by
referenced to Exhibit C to the Proxy Statement and Prospectus
included in Amendment No. 2 to the Registrant's Form S-4
(Registration No. 333-84508)).
4.2 Bylaws of BIW Limited (incorporated by reference to Exhibit D to
the Proxy Statement and Prospectus included in Amendment No. 2 to
the Registrant's Form S-4 (Registration No. 333-84508)).
4.3 The Birmingham Utilities, Inc. Dividend Reinvestment Plan
(previously filed).
5.1 Opinion of Counsel (previously filed).
23.1 Consent of Dworken, Hillman, LaMorte & Sterczala, P.C.
23.2 Consent of Counsel (previously filed).
24.1 Power of Attorney (included on the signature page hereof).
99 Form of Dividend Reinvestment Plan Enrollment Card (previously
filed).
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Ansonia, Connecticut on the 17th day
of September, 2002.
BIW LIMITED
By: /s/ John S. Tomac
---------------------
Name: John S. Tomac
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John S. Tomac and Betsy Henley-Cohn and each of
them his or her true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, including post-effective amendments,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities held on the
dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Betsy Henley-Cohn Chief Executive Officer and September 17, 2002
- ------------------------- Director (principal executive
Betsy Henley-Cohn officer)
/s/ John S. Tomac President, Treasurer and September 17, 2002
- ------------------------- Director (principal financial
John S. Tomac and accounting officer)
/s/ Michael J. Adanti Director September 17, 2002
- -------------------------
Michael J. Adanti
/s/ Mary Jane Burt Director September 17, 2002
- -------------------------
Mary Jane Burt
/s/ James E. Cohen Director September 17, 2002
- -------------------------
James E. Cohen
/s/ Alvaro da Silva Director September 17, 2002
- -------------------------
Alvaro da Silva
/s/ Themis Klarides Director September 17, 2002
- -------------------------
Themis Klarides
/s/ Aldore J. Rivers, Jr. Director September 17, 2002
- -------------------------
Aldore J. Rivers, Jr.
/s/ B. Lance Sauerteig Director September 17, 2002
- -------------------------
B. Lance Sauerteig
/s/ Kenneth E. Schaible Director September 17, 2002
- -------------------------
Kenneth E. Schaible
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4.1 Certificate of Incorporation of BIW Limited (incorporated by
referenced to Exhibit C to the Proxy Statement and Prospectus
included in Amendment No. 2 to the Registrant's Form S-4
(Registration No. 333-84508)).
4.2 Bylaws of BIW Limited (incorporated by reference to Exhibit D to
the Proxy Statement and Prospectus included in Amendment No. 2 to
the Registrant's Form S-4 (Registration No. 333-84508)).
4.3 The Birmingham Utilities, Inc. Dividend Reinvestment Plan
(previously filed).
5.1 Opinion of Counsel (previously filed).
23.1 Consent of Dworken, Hillman, LaMorte & Sterczala, P.C.
23.2 Consent of Counsel (previously filed).
24.1 Power of Attorney (included on the signature page hereof).
99 Form of Dividend Reinvestment Plan Enrollment Card (previously
filed).