POS AM 1 jd4-6_s3pos.txt As filed with the Securities and Exchange Commission on April 7, 2006 Registration No. 333-116464 ================================================================================ United States 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 ___________________ HUGHES SUPPLY, INC. (Exact name of registrant as specified in its charter) Florida 59-0559446 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) Corporate Office One Hughes Way Orlando, Florida 32805 (407) 481-4755 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ___________________ David Bearman Senior Vice President and Chief Financial Officer Hughes Supply, Inc. Corporate Office One Hughes Way Orlando, Florida 32805 (407) 841-4755 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications To: Jonathan M. Gottsegen, Esq. Ricardo Nunez, Esq. Director - Corporate and Securities Practice Group Vice President -- Legal The Home Depot, Inc. The Home Depot, Inc. 2455 Paces Ferry Road, N.W. 2455 Paces Ferry Road, N.W. Atlanta, GA 30339-4024 Atlanta, GA 30339-4024 (770) 433-8211 (770) 433-8211 ================================================================================ DEREGISTRATION OF UNSOLD SECURITIES Hughes Supply, Inc. (the "Company") filed a Registration Statement on Form S-3 (File No. 333-116464) (the "Registration Statement") with the Securities and Exchange Commission on June 14, 2004, registering $700,000,000 in aggregate principal amount of Debt Securities, Common Stock, Warrants, Stock Purchase Contracts and Units to be offered from time-to-time by the Company and 300,000 shares of Common Stock to be offered by a selling shareholder, David H. Hughes (the "Offering"). In accordance with the undertaking contained in Part II, Item 17(a)(3) of the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to remove from registration all of the securities that were subject to the Offering but remain unsold as of the date hereof. As of the date hereof, securities with an aggregate initial offering price of $580,000,000 remain unsold under this Registration Statement. The Company is deregistering these securities in connection with the completion of its merger with a wholly-owned subsidiary of The Home Depot, Inc. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Hughes Supply certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on April 6, 2006. HUGHES SUPPLY, INC. By: /s/ David Bearman ----------------------------------------- David Bearman Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, 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 Title Date --------- ----- ---- /s/ Joseph DeAngelo President (Principal Executive April 6, 2006 --------------------------- Officer) Joseph DeAngelo /s/ David Bearman Senior Vice President and Chief April 6, 2006 --------------------------- Financial Officer (Principal David Bearman Financial and Accounting Officer) /s/ Francis S. Blake Director April 6, 2006 --------------------------- Francis S. Blake /s/ Frank L. Fernandez Director April 6, 2006 --------------------------- Frank L. Fernandez ---------------------------- Director April 6, 2006 Carol Tome