As filed with the Securities and Exchange Commission on March 31, 2014
Registration No. 333-167289
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
FIBERTOWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 52-1869023 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
Thomas A. Scott | ||
P.O. Box 31564 | President | |
San Francisco, CA 94131 | P.O. Box 31564 | |
(415) 659-3500 | San Francisco, CA 94131 | |
(Address, including zip code, and telephone | (415) 659-3500 | |
number, including area code, of registrant’s | (Name, address, including zip code, and telephone | |
principal executive offices) | number, including area code, | |
of agent for service)
|
_____________________
With a copy to:
W. Mark Young
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
______________________
Approximate date of commencement of proposed sale to the public: Not applicable. Termination of Registration Statement and deregistration of related securities that were not sold pursuant to the Registration Statement.
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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer x | Smaller reporting company ¨ | |
(Do not check if a smaller reporting company) |
TERMINATION OF REGISTRATION
STATEMENT AND
DEREGISTRATION OF SECURITIES
On June 3, 2010, FiberTower Corporation (“FiberTower”) filed a Registration Statement on Form S-8, Registration No. 333-167289 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), registering the sale of (i) 6,500,000 shares of common stock, $0.001 par value per share (“Common Stock”), and (ii) an indeterminate number of additional shares that may be issued with respect to the securities registered under the Registration Statement on account of stock splits, stock dividends, recapitalizations or similar transactions (together with the Common Stock, the “Registered Securities”). The Registration Statement was declared effective by the Commission on June 7, 2010.
On July 17, 2012, FiberTower and certain of its affiliates (the “Debtors”) filed for petitions for relief under title eleven of chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division (the “Bankruptcy Court”). By Order dated January 27, 2014 (the “Confirmation Order”), the Bankruptcy Court confirmed the Debtors’ Fourth Amended Joint Chapter 11 Plan (the “Plan”) filed by FiberTower Network Services Corp., et. al. The Plan became effective on March 31, 2014 (the “Effective Date”). On the Effective Date, all previously existing equity securities (including but not limited to any shares of common stock or preferred stock, or any warrants, options or other rights to purchase stock) of FiberTower will be cancelled and extinguished, and no holder of such an equity security will be entitled to receive or retain property under the Plan.
In accordance with the Plan and the Confirmation Order, FiberTower hereby deregisters all of the Registered Securities which are authorized for sale under the Registration Statement but which remain unsold to date. Pursuant to the undertaking made by FiberTower in Part II, Item 9(a)(3) of the Registration Statement, FiberTower hereby amends the Registration Statement to deregister all Registered Securities remaining unsold as of the date hereof and files this Post-Effective Amendment No. 1 to remove all such unsold Registered Securities from registration and to terminate the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 San Francisco, California, on March 31, 2014.
FIBERTOWER CORPORATION | ||
By: | /s/ Thomas A. Scott | |
Name: | Thomas A. Scott | |
Title: | President |