-----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, FGfmabfxCaKVAhwXPHeprza+bw8jog/AagyUz7fhb/4dlzbWCCHRVoY5yNP/duFO YNZSUiA+qkxuRQ9mieqSlw== 0001021408-03-004647.txt : 20030321 0001021408-03-004647.hdr.sgml : 20030321 20030321171104 ACCESSION NUMBER: 0001021408-03-004647 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIROGEN INC CENTRAL INDEX KEY: 0000863815 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 222899415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-12883 FILM NUMBER: 03612785 BUSINESS ADDRESS: STREET 1: 4100 QUAKERBRIDGE RD STREET 2: PRINCETON RESEARCH CENTER CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6099369300 MAIL ADDRESS: STREET 1: PRINCETON RESEARCH CENTER STREET 2: 4100 QUAKERBRIDGE RD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 POS AM 1 dposam.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 21, 2003 Registration No. 333-12883 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- ENVIROGEN, INC. (Exact Name of Registrant as Specified in Its Charter) --------------- Delaware (State of Incorporation) 22-2899415 (I.R.S. Employer Identification Number) 4100 Quakerbridge Road Lawrenceville, New Jersey 08648 (609) 936-9300 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Mark J. Maten Envirogen, Inc. 4100 Quakerbridge Road Lawrenceville, New Jersey 08648 (609) 936-9300 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------------- Copy to: John E. Stoddard III, Esq. Drinker Biddle & Reath LLP 105 College Road East Princeton, NJ 08542-0627 (609) 716-6504 Approximate date of commencement of proposed sale to the public: THIS POST-EFFECTIVE AMENDMENT DEREGISTERS THOSE SHARES OF COMMON STOCK THAT REMAIN UNSOLD HEREUNDER AS OF THE DATE HEREOF. 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. [_] DEREGISTRATION OF SECURITIES On September 27, 1996, Envirogen, Inc. filed a registration statement on Form S-3 (No. 333-12883) which registered 416,825 shares of its common stock for resale from time to time (the "Registration Statement"). On March 20, 2003, Tonic Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Shaw Environmental & Infrastructure, Inc., merged with and into Envirogen with Envirogen being the surviving entity and a wholly-owned subsidiary of Shaw Environmental. Because Envirogen will no longer be a public company, Envirogen files this Post-Effective Amendment to the Registration Statement and hereby deregisters all of the shares of Envirogen common stock which were registered under the Registration Statement and remain unsold as of the date hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrenceville, State of New Jersey, on March 21, 2003. ENVIROGEN, INC. By: /s/ Mark J. Maten ------------------ Mark J. Maten, Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons, in the capacities indicated, on March 21, 2003. Signature Title - --------- ----- Chief Executive Officer and Director (Principal /s/ T.A. Barfield, Jr. Executive Officer) - --------------------- T.A. Barfield, Jr. Mark J. Maten Vice President of Finance and Chief Financial - ------------- Mark J. Maten Officer (Principal Financial and Accounting Officer) Scott LaGrange Director - -------------- Scott LaGrange Daniel J. Shapiro Director - ----------------- Daniel J. Shapiro -----END PRIVACY-ENHANCED MESSAGE-----