POS AM 1 postam-1_062001.txt POST-EFFECTIVE AMENDMENT NO. 1 Registration No. 333-48398 ================================================================================ 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 DYCOM INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Florida 59-1277135 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ------------------------ First Union Center 4440 PGA Boulevard, Suite 500 Palm Beach Gardens, Florida 33410 (561) 627-7171 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ Steven Nielsen First Union Center 4440 PGA Boulevard, Suite 500 Palm Beach Gardens, Florida 33410 (561) 627-7171 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: Richard B. Vilsoet, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 ------------------------ Approximate date of commencement of proposed sale to public: As soon as practicable 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. [ ] 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. [ ] ------------------------ The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ This registration statement registered on behalf of certain stockholders named therein an aggregate of 1,363,104 shares of Common Stock of the registrant for sale from time to time by such stockholders. The offering has now been terminated. Prior to the termination of the offering, the selling stockholders sold an aggregate of 613,104 shares of Common Stock registered pursuant to this registration statement. The registrant hereby deregisters the 750,000 shares of Common Stock that remain unsold as of the termination of the offering. 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida on the 28th day of June, 2001. DYCOM INDUSTRIES, INC. By: /s/ Steven Nielsen ------------------------------- Steven Nielsen President and Chief Executive 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.
Name Title Date ---- ----- ---- /s/ Steven Nielsen President, Chief Executive Officer June 28, 2001 ------------------------------------------- and Director Steven Nielsen /s/ Richard L. Dunn Senior Vice President, Chief June 28, 2001 ------------------------------------------- Financial Officer and Principal Richard L. Dunn Accounting Officer * Director June 28, 2001 ------------------------------------------- Louis W. Adams, Jr. * Director June 28, 2001 ------------------------------------------- Thomas G. Baxter * Director June 28, 2001 ------------------------------------------- Joseph M. Schell * Director June 28, 2001 ------------------------------------------- Ronald P. Younkin /s/ Tony G. Werner Director June 28, 2001 ------------------------------------------- Tony G. Werner * By: /s/ Steven Nielsen ------------------------------------- Steven Nielsen Attorney-in-Fact