-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QYwVq7/irmQPqOJAT8PqjjXq26LqMV4fZAmMG9hNEMgo89M4J60W+IuNSKQb05nf PIk2MXgRhBslNNmTEPCSvg== 0000893877-98-000383.txt : 19980513 0000893877-98-000383.hdr.sgml : 19980513 ACCESSION NUMBER: 0000893877-98-000383 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AEROSPACE & ELECTRONICS INC CENTRAL INDEX KEY: 0000790023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 911744587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-39827 FILM NUMBER: 98616737 BUSINESS ADDRESS: STREET 1: 434 OLDS STATION RD CITY: WENATCHEE STATE: WA ZIP: 98801 BUSINESS PHONE: 5096679600 MAIL ADDRESS: STREET 1: 434 OLDS STATION ROAD STREET 2: 434 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 FORMER COMPANY: FORMER CONFORMED NAME: PCT HOLDINGS INC /NV/ DATE OF NAME CHANGE: 19950223 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES SYSTEMS LTD DATE OF NAME CHANGE: 19890618 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on May 12, 1998. Registration No. 333-39827 ================================================================================ 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 ---------- PACIFIC AEROSPACE & ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Washington 91-1744587 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) 434 Olds Station Road, Wenatchee, Washington 98801 (509) 664-8000 (telephone) (509) 664-6868 (facsimile) (Address, telephone and facsimile number of registrant's principal executive offices) Donald A. Wright Chief Executive Officer and President 434 Olds Station Road Wenatchee, Washington 98801 (509) 667-9600 (Name, address, and telephone number of agent for service) Copy to: L. John Stevenson, Jr. Eugenie D. Mansfield Stoel Rives LLP 3600 Union Square, 600 University Street Seattle, Washington 98101-3197 (206) 624-0900 (telephone) (206) 386-7500 (facsimile) ----------- 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. [ ] ----------- This Post-Effective Amendment No. 1 shall hereafter become effective in accordance with the provisions of section 8(c) of the Securities Act of 1933, as amended. ================================================================================ DEREGISTRATION OF UNISSUED SHARES Pacific Aerospace & Electronics, Inc. (the "Company") registered an aggregate of 2,172,690 shares of its common stock (the "Shares") issuable upon the conversion of certain convertible promissory notes of the Company (the "Convertible Notes"), pursuant to the Registration Statement on Form S-3 (File No. 333-39827) filed with the Securities and Exchange Commission (the "Commission") on November 7, 1997, as amended by Amendment No. 1 filed with the Commission on December 29, 1997 (together, the "Registration Statement"). The Shares represented the maximum number of shares of Company common stock issuable under the conversion formula set forth in the Convertible Notes. The Convertible Notes have now been fully converted into 1,405,018 Shares, and 767,672 Shares remain unissued. In accordance with the undertakings contained in Part II of the Registration Statement, the Company hereby removes from registration all of the 767,672 Shares which remain unsold after full conversion of the Convertible Notes. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, PACIFIC AEROSPACE & ELECTRONICS, INC. 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 Seattle, Washington, on May 12, 1998. PACIFIC AEROSPACE & ELECTRONICS, INC. By /s/ DONALD A. WRIGHT -------------------------------------- Donald A. Wright Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on May 12, 1998: Signature Title /s/ DONALD A. WRIGHT* Chief Executive Officer, President and - ---------------------------------- Director (Principal Executive Officer) Donald A. Wright /s/ NICK A. GERDE* Vice President Finance, Chief Financial - ---------------------------------- Officer and Treasurer (Principal Nick A. Gerde Financial and Accounting Officer) /s/ ALLEN W. DAHL, M.D.* Director - ---------------------------------- Allen W. Dahl, M.D. /s/ URS DIEBOLD* Director - ---------------------------------- Urs Diebold /s/ DALE L. RASSMUSSEN* Director - ---------------------------------- Dale L. Rassmussen /s/ WILLIAM A. WHEELER* Director - ---------------------------------- William A. Wheeler *By /s/ DONALD A. WRIGHT ---------------------------------- Donald A. Wright (Attorney-in-Fact) 3 -----END PRIVACY-ENHANCED MESSAGE-----